<PAGE>
                                  FORM 10-K

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

                 For the fiscal year ended December 31, 2000.

                                     OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

                For the transition period _______ to _______.

                       Commission File Number: 1-10398

                           GIANT INDUSTRIES, INC.

            (Exact name of registrant as specified in its charter)

            Delaware                                     86-0642718
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                      Identification No.)

           23733 North Scottsdale Road, Scottsdale, Arizona 85255
             (Address of principal executive offices) (Zip Code)

      Registrant's telephone number, including area code: (480) 585-8888

         Securities registered pursuant to Section 12(b) of the Act:

                                                   Name of each exchange
    Title of each class                             on which registered
    -------------------                            ---------------------
Common Stock, $.01 par value                      New York Stock Exchange

         Securities registered pursuant to Section 12(g) of the Act:
                                    None

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to
such filing requirements for the past 90 days.

                          Yes [X]       No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendments to this Form 10-K. [X]

As of February 28, 2001, 8,948,008 shares of the registrant's Common Stock,
$.01 par value, were outstanding and the aggregate market value of the
voting stock held by non-affiliates of the registrant was approximately
$45,375,000 based on the New York Stock Exchange closing price on
February 28, 2001.

                     DOCUMENTS INCORPORATED BY REFERENCE

Parts of the Proxy Statement for the Registrant's 2001 Annual Meeting of
Stockholders are incorporated by reference in Part III of this Form 10-K
Report.

<PAGE>
                                  PART I

ITEMS 1. AND 2. BUSINESS AND PROPERTIES.

GENERAL

     Giant Industries, Inc., a Delaware corporation, together with its
subsidiaries ("Giant" or the "Company"), through its wholly-owned subsidiary
Giant Industries Arizona, Inc. and its subsidiaries ("Giant Arizona"), is
engaged in the refining and marketing of petroleum products in New Mexico,
Arizona, Colorado and Utah, with a concentration in the Four Corners area
where these states adjoin. In addition, Phoenix Fuel Co., Inc. ("Phoenix
Fuel"), a wholly-owned subsidiary of Giant Arizona, operates an
industrial/commercial petroleum fuels and lubricants distribution operation.

     The Company currently has three strategic business units, the Refining
Group, the Retail Group and Phoenix Fuel. Company operations, consisting
primarily of the Company's corporate staff operations, are not included in
any of the strategic business units. The Company believes that the Refining
Group, the Retail Group and Phoenix Fuel are its only material business
segments for financial reporting purposes. See the discussion of Company
segments contained in Item 8, Note 2.

     The Refining Group consists of the Company's two refineries, its fleet
of crude oil and finished product truck transports, its crude oil pipeline
gathering operations and its finished product terminaling operations. The
Company's two refineries manufacture various grades of gasoline, diesel fuel,
jet fuel and other products from crude oil, other feedstocks and blending
components. In addition, finished products are acquired through exchange
agreements, from third party suppliers and from Phoenix Fuel. These products
are sold through Company-operated retail facilities, independent wholesalers
and retailers, industrial/commercial accounts and sales and exchanges with
major oil companies. Crude oil, other feedstocks and blending components are
purchased from third party suppliers.

     The Retail Group consists of service station/convenience stores and one
travel center. These operations sell various grades of gasoline, diesel fuel,
general merchandise and food products to the general public through retail
locations. The petroleum fuels sold by the Retail Group are supplied by the
Refining Group or Phoenix Fuel. General merchandise and food products are
obtained from third party suppliers.

     Phoenix Fuel is an industrial/commercial petroleum fuels and lubricants
distribution operation, which includes a number of bulk distribution plants,
an unattended fleet fueling ("cardlock") operation and a fleet of finished
product truck transports. The petroleum fuels and lubricants sold are
primarily obtained from third party suppliers and to a lesser extent from the
Refining Group.

     Giant was incorporated in 1989 in connection with the concurrent initial
public offering of common stock by Giant and the reorganization of Giant
Arizona and Hixon Development Company ("Hixon"). As a result of the
reorganization, Giant Arizona and Hixon became the principal wholly-owned
subsidiaries of the Company. Subsequent to the reorganization, Hixon was
renamed Giant Exploration & Production Company ("Giant E&P"). Giant E&P sold
substantially all of its assets in August 1996, and the stock of Giant E&P
was sold in September 2000. Giant Arizona was founded in 1961 and operated as
a sole proprietorship until incorporation in the State of Arizona in 1969.

     The Company's strategy is to profitably operate its refining, retail
marketing and other marketing operations, and to take advantage of growth
opportunities within its existing operations. The Company's immediate focus
is to identify ways to reduce operating expenses and eliminate non-essential
capital expenditures; to sell non-strategic assets and underperforming
assets; to consider and evaluate related business opportunities, while
protecting the value and integrity of the Company's core assets; and to
explore various ways to create greater value for its stockholders.

REFINING GROUP

     REFINING

     Giant Arizona owns and operates two refineries. The Ciniza refinery is
located on 880 acres near Gallup, New Mexico, and the Bloomfield refinery is
located on 285 acres near Farmington, New Mexico. Both of these refineries
are located in the Four Corners area. This area serves as the Company's
primary market for its refined products and as the primary source of its
supplies of crude oil and natural gas liquids ("NGLs").

     Management believes that the technical capabilities of both refineries,
together with the high quality of locally available feedstocks, enable the
Company to achieve refinery yields that are comparable to those achieved by
some larger, more complex refineries located outside of the area. Both
refineries are equipped with fluid catalytic cracking, naphtha hydrotreating,
reforming, and liquefied petroleum gas recovery units, as well as diesel
hydrotreating and sulfur recovery units to manufacture low sulfur diesel
fuel. The Ciniza refinery utilizes an alkylation process to manufacture high
octane gasoline from its catalytic cracking unit olefins. The Bloomfield
refinery accomplishes this using a catalytic polymerization unit. The Ciniza
refinery is also equipped with an isomerization unit, which enables it to
produce additional gasoline through the processing of NGLs, and cogeneration
facilities. These processing configurations enable the refineries to yield
90% or more of high value products, including gasoline, diesel fuel and jet
fuel, from each barrel of crude oil refined. The refineries manufacture a
product slate that can include 100% unleaded gasoline and 100% low sulfur
diesel fuel.

     Set forth below is data with respect to refinery operations and the
primary refined products produced during the indicated periods.

<TABLE>
<CAPTION>
                                                YEAR ENDED DECEMBER 31,
--------------------------------------------------------------------------------
                                       2000     1999     1998     1997     1996
--------------------------------------------------------------------------------
<S>                                   <C>      <C>      <C>      <C>      <C>
Feedstock throughput:(1)
  Crude oil                           29,600   31,900   32,500   33,700   34,800
  NGLs and oxygenates                  5,800    6,500    5,700    6,500    5,400
--------------------------------------------------------------------------------
    Total                             35,400   38,400   38,200   40,200   40,200
================================================================================
Crude oil throughput
  (as a % of total)                      84%      83%      85%      84%      87%
Rated crude oil capacity utilized(2)     80%      87%      88%      92%      95%
Refinery margin ($/bbl)               $ 7.63   $ 6.89   $ 4.83   $ 6.39   $ 6.21
Products:(1)
  Gasoline                            22,500   23,800   23,800   24,800   24,900
  Diesel fuel                          9,600   10,700   11,400   11,000   10,900
  Jet fuel                                 -        -        -      800    1,100
  Other                                3,300    3,900    3,000    3,600    3,300
--------------------------------------------------------------------------------
    Total                             35,400   38,400   38,200   40,200   40,200
================================================================================
High Value Products:
  Gasoline                               64%      62%      62%      62%      62%
  Diesel fuel                            27%      28%      30%      27%      27%
  Jet fuel                                 -        -        -       2%       3%
--------------------------------------------------------------------------------
    Total                                91%      90%      92%      91%      92%
================================================================================
</TABLE>

(1)  Average barrels ("bbls") per day ("bpd").
(2)  Prior year percentages have been restated to reflect the calculation of
     rated crude oil capacity on a calendar day basis as was used for 2000.

     Each refinery operating unit requires regular maintenance, as well as
repair and upgrade shutdowns (referred to as "turnarounds") during which it
is not in operation. Turnaround cycles vary for different units. In general,
refinery turnarounds are managed so that some units continue to operate while
others are down for scheduled maintenance. Maintenance turnarounds are
implemented using refinery personnel as well as additional contract labor.
Turnaround work proceeds on a continuous 24-hour basis to minimize unit down
time. Giant has historically expensed current maintenance charges and
capitalized turnaround costs. Capitalized costs are then amortized over the
estimated period until the next turnaround, which is generally 24 to 48
months depending on the unit involved.

     In general, a major refinery turnaround is scheduled every four years.
The Ciniza refinery had such a turnaround in 1998 and the Bloomfield refinery
is currently scheduled to have a major turnaround in 2001. In addition, the
platforming units at each refinery must be shut down one or two times a year
to regenerate catalyst. This is typically a nine to 10 day shutdown and is
necessary to rejuvenate the catalyst and enable continued production of
platformate, a high octane blending component. During such shutdowns,
turnaround maintenance and inspection is performed.

     Unscheduled maintenance shutdowns also occur at the refineries, but the
Company believes that the record of both refineries with respect to
unscheduled maintenance shutdowns is generally good compared with the
industry as a whole.

     RAW MATERIAL SUPPLY

     The refineries primarily process a mixture of high gravity, low sulfur
crude oil, condensate and NGLs. The locally produced, high quality crude oil
known as Four Corners Sweet is the primary feedstock for the refineries.

     The Company acquires crude oil from a number of sources, including major
oil companies and large and small independent producers, under arrangements
which contain market-responsive pricing provisions. Many of these
arrangements are subject to cancellation by either party or have terms that
are not in excess of one year. In addition, these arrangements are subject to
periodic renegotiation. In 2000, certain crude oil contracts were
renegotiated resulting in reduced crude oil acquisition costs. A small
percentage of the refineries' purchases are structured as exchange
agreements. In such exchanges, purchases are made in conjunction with
matching sales to the supplier at other domestic locations, as may be
negotiated periodically. The effect of such arrangements is to make a portion
of the cost of the refineries' supply dependent upon market conditions in
other locations, which may differ from those pertaining to the Four Corners
area. Such arrangements currently have a nominal effect on the Company's
crude oil acquisition costs.

     The Four Corners basin is a mature production area and accordingly is
subject to natural decline in production over time. In the past, this natural
decline has been offset to some extent by new drilling, field workovers, and
secondary recovery projects, which resulted in additional production from
existing reserves. Many of these projects were cut back, however, when crude
oil prices declined dramatically in 1998. Although crude oil prices have
recovered from 1998 levels, a lower than anticipated allocation of capital to
Four Corners basin production activities has resulted in greater than
anticipated net declines in production.

     The Company's current receipts and projections of Four Corners crude oil
production indicate that the Company's crude oil demand will exceed the crude
oil supply that is available from local sources for 2001. During the first
two months of 2001, the Company has experienced lower than anticipated
receipts, at least in part as a result of the decreased production discussed
above and production facilities maintenance in one major field. The Company
has decreased, and may from time to time in the future decrease, production
runs at its refineries from levels it would otherwise schedule as a result of
shortfalls in Four Corners crude oil production. The Company may increase its
production runs in the future if additional crude oil or other refinery
feedstocks become available depending on demand for finished products and
refining margins attainable.

     The Company had estimated that, for the year 2000, its refinery
production runs would approximate 1999 levels. Actual 2000 refinery
production runs were approximately 8% below 1999 levels, and the Company's
crude oil receipts declined by approximately 6%.

     The Company supplements the Four Corners crude oil used at its
refineries with other feedstocks. These feedstocks currently include locally
produced NGLs and other feedstocks produced outside of the Four Corners area.
The Company continues to evaluate supplemental feedstock alternatives for its
refineries on both a short-term and long-term basis. These alternatives
include, among other possibilities, encouraging new exploration and
production opportunities on tribal reservation lands. No significant, cost
effective crude oil feedstock alternatives have been identified to date.
Whether or not supplemental feedstocks are used at the Company's refineries
depends on a number of factors. These factors include, but are not limited
to, the availability of supplemental feedstocks, the cost involved, the
quantities required, the quality of the feedstocks, the demand for finished
products, and the selling prices of finished products.

     There is no assurance that current or projected levels of Four Corners
crude oil supply for the Company's refineries will be maintained. Any
significant, long-term interruption or decline in Four Corners crude oil
supply, due to prices or other factors, or any significant long-term
interruption of crude oil transportation systems, would have an adverse
effect on the Company's operations.

     The Ciniza refinery is capable of processing approximately 6,000 barrels
per day of NGLs, consisting of natural gasoline, normal butane and isobutane.
NGLs are used as gasoline blending components and to supply the isomerization
and alkylation units. NGLs increase the percentage of gasoline and the octane
levels that the refinery can produce, which typically increases the Company's
refining margins. NGLs further enhance refinery margins because the Company
has historically been able to purchase NGLs at a lower cost per barrel than
crude oil. For most of 2000 and for the first two months of 2001 this
historic relationship has not remained in place as the cost of NGLs has moved
higher than crude oil. The Company anticipates that over time the price
differential between crude oil and NGLs will return to more historical
levels.

     An adequate supply of NGLs is available for delivery to the Ciniza
refinery, primarily through a Company-owned pipeline connecting the Ciniza
refinery to an NGLs fractionation plant operated by a third party. NGLs also
can be transported to the Ciniza refinery by rail or transport truck. The
Company currently acquires substantially all of its NGL feedstocks pursuant
to two long-term agreements with suppliers under which NGLs are made
available to the Company at the fractionation plant. These agreements contain
market sensitive pricing arrangements under which prices are adjusted on a
monthly basis.

     OXYGENATES

     The use of gasoline containing oxygenates has been government-mandated
in certain areas in which the Company sells motor vehicle fuel. Oxygenates
are oxygen-containing compounds that can be used as a motor vehicle fuel
supplement to reduce carbon monoxide emissions. The Company anticipates that
it will be able to purchase sufficient quantities of oxygenates from third
parties at acceptable prices for the foreseeable future.

     TRANSPORTATION

     Crude oil supply for the Ciniza and Bloomfield refineries comes
primarily from the Four Corners area and is either connected by Company-owned
pipelines or delivered by Company-owned truck transports to pipeline
injection points or refinery tankage. The Company owns approximately 286
miles of pipeline for gathering and delivering of crude oil to the
refineries. The pipeline system reaches into the San Juan Basin and connects
with local common carrier pipelines. The Ciniza refinery receives NGLs
primarily through a 13-mile Company owned pipeline connected to an NGLs
fractionation plant. Currently, over 40 Company-owned truck transports are
involved in collecting of crude oil from producing wells to supply the
refineries.

     MARKETING AND DISTRIBUTION

     THE FOUR CORNERS MARKET. The Four Corners area is the primary market
area for products refined by the Company. The Company's secondary markets
include the Albuquerque area, the largest market in New Mexico, and the
Northern Arizona area. These secondary markets are primarily supplied from
the Ciniza refinery or the Company's Flagstaff products terminal. The Company
estimates that, during 2000, its gasoline production was distributed 49% in
New Mexico, 38% in Arizona, 12% in Colorado and 1% in Utah; and its diesel
production was distributed 55% in New Mexico, 35% in Arizona, 9% in Colorado
and 1% in Utah. The Company's truck transports support refinery sales in its
primary market as well as its secondary markets. These vehicles hauled
approximately 46% of the refineries' sales barrels in 2000. The balance is
transported by customer or common carrier trucking.

     TERMINAL OPERATIONS. In May 1999, the Company opened a 6,000 bpd
capacity finished products terminal near Flagstaff, Arizona (the "Flagstaff
Terminal"). This terminal includes 65,000 bbls of finished product tankage
and a truck loading rack with three loading spots. Terminal capacity could be
expanded to 12,000 bpd of finished products if demand for finished products
in this market were to increase. Product deliveries to the Flagstaff Terminal
are being made by truck transport from Phoenix, Arizona or the Company's
refineries.

     In July 1995, the Company acquired a 10,000 bpd capacity finished
products terminal in Albuquerque, New Mexico. This terminal includes
approximately 170,000 bbls of finished product tankage and a truck loading
rack with two loading spots. Product deliveries to this terminal are made
from the Company's Ciniza refinery or by pipeline from El Paso, Texas.

     The Company's terminals are part of its strategy to maximize both
product volumes and netbacks to the Ciniza and Bloomfield refineries, and to
maximize the Company's customer base.

     REFINED PRODUCT SALES. During 2000, the Company sold approximately
8,255,000 barrels of gasoline and 3,506,000 barrels of diesel fuel from its
refineries. In 1999, approximately 8,885,000 barrels of gasoline and
3,947,000 barrels of diesel fuel were sold. The Company's retail units sold
an equivalent of approximately 56% of these gasoline sales and 28% of these
diesel sales in 2000. Gasoline and diesel deliveries made through product
exchanges with large oil companies accounted for approximately 13% of the
volume sold by the refineries. The remaining gasoline and diesel sales were
made to wholesalers, retailers and industrial/commercial customers.
Supplementing sales barrels sourced from both refineries were purchases for
resale of gasoline and diesel from other sources. The Company's other refined
products are marketed to various third party customers.

RETAIL GROUP

     At December 31, 2000, the Company operated or managed 179 service
station/convenience stores located in New Mexico, Arizona, Colorado and Utah.
This represents a net increase of seven units since December 31, 1999. The
Company also operates a Travel Center located on I-40 adjacent to the Ciniza
refinery near Gallup, New Mexico. The Company's retail units sold
approximately 234,823,000 gallons of gasoline and diesel fuel in 2000
compared to approximately 239,864,000 gallons in 1999, a 2% decrease.
Merchandise sales increased approximately 17% in 2000, to $138,544,000 from
$118,894,000. The increase in merchandise sales was partially due to an
increase in the number of stores operating for a full year in 2000 versus
partial year operation in 1999, as well as stores that were acquired or
opened during the year. The continued implementation and execution of
improved merchandise marketing programs also contributed to increased sales.
For 2000, same store sales increased 9% for merchandise and decreased 3% for
gasoline and diesel fuel compared to 1999.

     During 2000, the Company opened two Company-constructed service
station/convenience stores, acquired nine service station/convenience stores
on the Navajo and Zuni Indian Reservations by the assignment of certain
leases/subleases to the Company and acquired an interest in five other
service station/convenience stores located on the Navajo Indian Reservation.

     In 2001, the Company may acquire, by the assignment of certain
leases/subleases, one additional service station/convenience store located on
the Navajo Indian Reservation.

     As part of an ongoing effort to dispose of non-strategic or
underperforming assets, the Company disposed of eight service
station/convenience stores and two pieces of non-strategic land in 2000. In
addition, the Company closed one of its two merchandise only stores opened in
1999 and plans to close the other during the first quarter of 2001.

     In March 2001, the Company completed an evaluation of its retail assets.
The Company identified approximately 30 retail units that are non-strategic
or are underperforming for possible sale, although the units had positive
cash flow in 2000. During the second quarter of 2001, the Company will
initiate an evaluation to determine the level of interest in the marketplace
for potential sale of the assets. In the interim, the Company will continue
to operate these units. There is no assurance that any of these units will be
sold, as their sale is contingent upon, among other things, the receipt of
acceptable offers.

     In 1997, Giant and Conoco Oil Co. entered into a strategic
branding/licensing agreement that allows the Company to brand approved
gasoline locations with the Conoco gasoline brand. As of December 31, 2000,
69 units (including the Travel Center) had been converted to the Conoco
brand.

     In 2000, the Company continued to re-brand various retail locations in
an effort to consolidate the number of gasoline brands under which its
products are sold. At December 31, 2000, in addition to its Conoco-branded
stores, the Company had 25 Giant branded sites and 57 sites branded Mustang.
The Company also operated three stations branded Shell and two branded
Whiting as a result of acquisitions made in prior years. These sites will be
targeted for re-branding during the first quarter of 2001. Additionally, the
Company has 16 units branded Thriftway, five units branded Gasman, one unit
branded Gasamat, one unit branded Diamond Shamrock and one unit branded
Malco. The Company is examining the timing for the re-branding of these
stores.

     Many of the Company's service stations are modern, high-volume self-
service stations. The Company's service stations are augmented with
convenience stores at most locations, which provide items such as general
merchandise, alcoholic and nonalcoholic beverages, fast foods, health and
beauty aids, and automotive products.

     The Company owns and operates a Travel Center adjacent to the Ciniza
refinery on I-40. The Travel Center provides a direct market for a portion of
the Ciniza refinery's diesel production and allows diesel fuel to be sold at
virtually no incremental transportation cost. During 2000, the Company sold
approximately 24,852,000 gallons of diesel fuel at the Travel Center
(approximately 27% of the Ciniza refinery's total diesel production). This
compares to approximately 26,084,000 gallons of diesel fuel sold
(approximately 29% of the Ciniza refinery's total diesel production) during
1999. The Travel Center facility includes 18 high volume diesel fuel islands,
a large truck repair facility, and a 29,000 square foot shopping mall. The
facility contains a 265-seat, full-service restaurant; Taco Bell, Pizza Hut
Express and A&W Root Beer fast food operations; two large convenience stores;
a 24-hour movie theater; a hair salon; and other accommodations such as
showers, laundry, security and lighted parking.

PHOENIX FUEL

     On June 3, 1997, Giant Arizona purchased all of the outstanding stock of
Phoenix Fuel. Phoenix Fuel is an independent industrial/commercial petroleum
products distributor marketing gasoline, diesel fuel, jet fuel, kerosene,
motor oil, hydraulic oil, gear oil, cutting oil, grease and various chemicals
and solvents. Phoenix Fuel operates seven lubricant and bulk petroleum
distribution plants, 21 cardlock fueling locations, a bulk lubricant terminal
facility, and a fleet of 32 finished product transports and 16 finished
product tankwagons. These assets and related operations are located
throughout Arizona and in Las Vegas, Nevada.

     In February 1998, Phoenix Fuel assumed the operations of Reinhart Oil
Company, a petroleum products distributorship in Las Vegas, Nevada. This
facility supplies a full line of fuel and lubricant products to customers in
southern Nevada and northwest Arizona.

     During 2000, Phoenix Fuel sold approximately 424,290,000 gallons of
gasoline and diesel fuel. During 1999, approximately 351,949,000 gallons were
sold. Sales of additional products, including approximately 5,300,000 gallons
of lubricants in each period and other related items, totaled approximately
$27,703,000 during 2000, compared to $26,232,000 during 1999. The petroleum
products sold by Phoenix Fuel are primarily purchased for resale from other
refiners and marketers and to a lesser extent from the Refining Group.

     SOUTHERN ARIZONA MARKET

     With the acquisition of Phoenix Fuel, the Company expanded its
operations into southern Arizona. The Company further increased its presence
in this market with the acquisition of 32 service station/convenience stores
and the lease of one other from Kaibab Industries, Inc. in 1998. In 1999, the
Company opened three Company-constructed service station/convenience stores
in the Phoenix area and two in the Tucson area and added one additional unit
in each market in 2000.

EMPLOYEES

     The Company and its subsidiaries employed approximately 2,790 persons on
February 28, 2001, including approximately 2,480 full-time and approximately
310 part-time employees. Approximately 2,040 were employed in the Retail
Group, including approximately 294 part-time. The Refining Group employed
approximately 440 persons including five part-time. Phoenix Fuel employed
approximately 220 persons, including four part-time. Corporate staff
operations employed approximately 90 persons, including seven part-time. The
Company currently has no employees covered by a collective bargaining
agreement.

OTHER MATTERS

     COMPETITIVE CONDITIONS

     The industry in which the Company is engaged is highly competitive. Many
of the Company's competitors are large, integrated oil companies which,
because of their more diverse operations, stronger capitalization and better
brand name recognition, are better able than the Company to withstand
volatile industry conditions, including shortages or excesses of crude oil or
refined products or intense price competition.

     The principal competitive factors affecting the Company's refining and
marketing operations are: (i) the quality, quantity and delivered costs of
crude oil, NGLs and other refinery feedstocks, (ii) refinery processing
efficiencies, (iii) refined product mix, (iv) refined product selling prices,
(v) refinery processing costs per barrel, (vi) the cost of delivering refined
products to markets, and (vii) the ability of competitors to deliver refined
products into the Company's primary market area by pipeline. The Company's
larger competitors have refineries which are located outside the Four Corners
area and which are larger and more efficient than the Company's refineries.
As a result, such refineries have lower per barrel crude oil refinery
processing costs. The Company competes with major and larger integrated oil
companies and with independent refiners in Southeastern New Mexico, West
Texas, the Texas Panhandle, Utah, Colorado and Southern California in
connection with the sale of refined products. Refined products from the Texas
and Southeastern New Mexico refineries can be shipped to Albuquerque, New
Mexico, primarily through two common carrier pipelines, one originating in El
Paso, Texas and the second originating in Amarillo, Texas. In late 1999, an
existing NGLs pipeline was converted to a refined products pipeline. This
converted line originates in Southeastern New Mexico and delivers refined
products into Albuquerque, New Mexico and the Four Corners area. A diesel
fuel terminal near Albuquerque associated with this project has been
completed and a terminal expansion to include gasoline and jet fuel is
expected to be completed by spring 2001. This project, mergers between large
integrated oil companies and upgrades to competitors' refineries have
resulted in increased competition.

     The Company is aware of a number of actions, proposals or industry
discussions regarding product pipeline projects that could impact portions of
its marketing areas. One of these projects is the potential conversion and
extension of the existing Texas-New Mexico crude oil pipeline to transport
refined products from West Texas to New Mexico, including Albuquerque and
potentially Bloomfield. Another potential project would take product on to
Salt Lake City, Utah. In addition, various actions have been undertaken to
increase the supply of refined products to El Paso, Texas, which is connected
by pipeline to the Albuquerque area to the north and the Phoenix and Tucson,
Arizona markets to the west. The completion of some or all of these projects
would result in increased competition by increasing the amount of refined
products potentially available in these markets, as well as improving
competitor access to these areas. It also could result in new opportunities
for the Company, as the Company is a net purchaser of refined products in
some of these areas.

     The principal competitive factors affecting Phoenix Fuel are (i) the
availability of product supply from other refiners and marketers, (ii) the
ability to generate margins sufficient to cover fixed and variable expenses,
and (iii) competition with major integrated oil companies and independent
fuel and lubricant marketing organizations.

     The principal competitive factors affecting the Company's retail
marketing business are location of service stations, product price, product
availability and cost, appearance and cleanliness of service stations and
brand acceptance.

     REGULATORY, ENVIRONMENTAL AND OTHER MATTERS

     OPERATIONS. The Company's operations are subject to a variety of
federal, state and local health and environmental laws and regulations. These
laws and regulations apply to, among other things: (i) the discharge of
pollutants into the soil, air and water, (ii) product specifications, (iii)
the generation, treatment, storage, transportation and disposal of solid and
hazardous waste and materials, and (iv) employee health and safety. The
Company believes that its refineries are processing currently utilized
feedstocks in substantial compliance with currently effective laws and
regulations pertaining to health and the environment.

     The Company is subject to various federal and state programs relating to
the composition of motor fuels. In December 1999, the Environmental
Protection Agency ("EPA") issued a rule which requires refiners to reduce the
sulfur content of gasoline to 30 parts per million ("ppm") by 2006 unless
they qualify for an extension of this deadline. The Company received approval
to participate in the rule's geographic phase-in ("GPI") and averaging,
banking and trading ("ABT") programs. Under the GPI program, the Company will
have an additional year to reach the 30 ppm standard in connection with
gasoline sold in most of the geographic areas in which its refineries'
gasoline is marketed, including gasoline marketed in New Mexico, Colorado,
Utah and on the Navajo Reservation. Under the ABT program, the Company
potentially may be able to generate sulfur credits, in amounts not yet
determined, which could either be sold to other refiners or used by the
Company's refineries during periods when they otherwise would not be in
compliance. The Company anticipates that it will expend approximately
$3,500,000 to purchase and install the equipment necessary to produce
gasoline with a 30 ppm sulfur content at its refineries.

     The Company is also subject to EPA's recently promulgated low sulfur
diesel rule. This rule requires refiners to reduce the sulfur content of the
diesel fuel they produce to 15 ppm by 2006 unless they qualify for special
treatment. The Company anticipates that it will expend approximately
$15,000,000 to make the necessary changes to its refineries to comply with
the new rule.

     The federal Clean Air Act requires the sale of reformulated gasoline
("RFG") in certain designated areas of the country. Motor fuels produced by
the Company's refineries are not sold in any such areas. Arizona, however,
has adopted a cleaner burning gasoline ("CBG") program. The Company does not
presently manufacture gasolines that satisfy Arizona CBG specifications. The
specifications are currently applicable to gasolines sold or used in Maricopa
County, a portion of Yavapai County and Pinal County. The Company operates
approximately 25 service stations in these areas, and also conducts wholesale
marketing operations there. The Company currently does not intend to make the
changes necessary to produce CBG because the capital costs associated with
manufacturing large quantities of such gasolines would be significant. The
Company is able to purchase or exchange for these gasolines to supply its
operations in the CBG areas, including Pinal County. It is possible that
additional legislation or regulations affecting motor fuel specifications may
be adopted that would impact geographic areas in which the Company markets
its products.

     In 2000, Arizona passed legislation that requires suppliers of gasoline
in Arizona to submit a plan for phasing out the addition of methyl tertiary
butyl ether ("MTBE") to their gasoline. The Company timely submitted the
required plan. The Company does not anticipate any significant impact on its
operations if Arizona moves forward with its plans to phase out MTBE.

     The Company from time to time needs to obtain new environmental permits
or modifications to existing permits. Although there can be no guarantee that
the Company will be able to obtain all required permits, the Company does not
presently anticipate any unusual problems in obtaining the necessary permits
and permit modifications, nor does it anticipate any significant problems in
connection with the renewal of existing permits prior to their expiration.

     The Company cannot predict what additional health and environmental
legislation or regulations will be enacted or become effective in the future
or how existing or future laws or regulations will be administered or
interpreted with respect to products or activities to which they have not
been previously applied. In addition, laws and regulations relating to health
and the environment are becoming increasingly stringent. Compliance with more
stringent laws or regulations, as well as more vigorous enforcement policies
of regulatory agencies, could have an adverse effect on the financial
position and the results of operations of the Company and could require
substantial expenditures by the Company for, among other things: the
installation and operation of pollution control systems and equipment not
currently possessed by the Company, the acquisition or modification of
permits, and the initiation or modification of cleanup activities.

     NOTICES OF VIOLATIONS. Notices of violations and similar governmental
notices ("NOVs") are issued by governmental authorities and may allege
violations of environmental requirements. In 1993, the Company received an
NOV from the New Mexico Environment Department ("NMED"), alleging that the
Company failed to comply with certain notification requirements contained in
one of the permits applicable to the Ciniza refinery's land treatment
facility. The Company subsequently reached agreement with NMED for the
closure of the land treatment facility, and NMED has issued a post-closure
care permit for the facility. The Company anticipates incurring closure and
post-closure expenses in the approximate amount of $265,000 over a 30-year
period.

     The Company has received a NOV from NMED, dated July 18, 2000, in
connection with its Bloomfield refinery. The NOV alleges that the Company
violated air quality regulations at the refinery, as well as a condition of
an air quality permit. The NOV represents that the NMED is willing to settle
this matter for approximately $146,000. The Company has contested the NOV.

     The Company has received other NOVs from time to time. The Company has
responded or intends to respond in a timely manner to all such matters. The
Company does not believe any such matters to be material. Despite the
Company's efforts to comply with environmental laws and regulations, there
can be no assurance that NOVs will not be received in the future.

     DISCHARGES, RELEASES AND CLEANUP ACTIVITIES. Refining, pipeline,
trucking and marketing operations are inherently subject to accidental
spills, discharges or other releases of petroleum or hazardous substances
that may give rise to liability to governmental entities or private parties
under federal, state or local environmental laws, as well as under common
law. Accidental discharges of contaminants have occurred from time to time
during the normal course of the Company's operations, including discharges
associated with the Company's refineries and its pipeline and trucking
operations. The Company has undertaken, intends to undertake, or has
completed all investigative or remedial work thus far required by
governmental agencies to address potential contamination by the Company. The
following are the most significant cleanup activities in which the Company is
involved.

     On October 1, 1999, the State of New Mexico (the "State") filed a
lawsuit in the United States District Court for the District of New Mexico,
and a separate lawsuit in the Second Judicial District Court, County of
Bernalillo, State of New Mexico, against numerous entities, including General
Electric Company, ACF Industries, Inc., Chevron Corporation, Texaco Refining
and Marketing, Inc., Phillips Petroleum Company, Ultramar Diamond Shamrock
Corporation, the United States Department of Energy, the United States
Department of Defense, the United States Air Force and the Company. The
lawsuits relate to alleged releases of pollutants at the Comprehensive
Environmental Response, Compensation and Liability Act ("CERCLA") South
Valley Superfund Site in Albuquerque, New Mexico (the "South Valley Superfund
Site"). The South Valley Superfund Site includes contamination that allegedly
originated from a number of facilities, including a GE Aircraft Engines/U.S.
Air Force facility and a petroleum products terminal (the "Albuquerque
Terminal") that was acquired by the Company in 1995 from Texaco Refining and
Marketing, Inc. ("Texaco"). The lawsuits allege that the defendants released
or threatened to release hazardous substances into the environment, causing
injury to surface water, groundwater and soil at the South Valley Superfund
Site, which are natural resources of the State.

     In the federal court lawsuit, the State seeks monetary damages under
CERCLA for all past, present and future damages to these natural resources,
plus interest, costs and attorneys' fees. The state court complaint contains
state law claims for trespass, public nuisance, interference with natural
resources held in trust by the State, negligence, strict liability, unjust
enrichment and punitive damages. The State seeks various monetary damages in
connection with these claims, including natural resources damages, loss of
use of property and natural resources, loss of tax revenues, lost profits,
punitive damages and attorneys' fees and costs. Since its original filing,
the state court complaint has been removed to federal court.

     Although neither complaint states the amount of damages being sought by
the State, a preliminary assessment report on alleged damages to natural
resources, dated December 1998, issued by the New Mexico Office of the
Natural Resources Trustee estimated these damages at $260,000,000. Liability
for natural resource damages under CERCLA is joint and several such that a
responsible party may be liable for all natural resource damages at a site
even though it was responsible for only a small part of such damages.

     Texaco agreed to defend, indemnify, reimburse and hold the Company
harmless from and against all claims and damages arising from, or caused by,
pre-closing contamination at the Albuquerque Terminal. Texaco has
acknowledged this obligation, subject to any evidence that alleged releases
resulted from the Company's operations. In the first quarter of 2001, the
State filed an amended complaint in the CERCLA and state court actions in
which it alleges what it contends are releases by the Company during its
ownership and operation of the Albuquerque Terminal. The Company intends to
deny that it has had any releases that have contributed to soil and
groundwater contamination at the South Valley Superfund Site. The Company
believes that any environmental damages associated with the South Valley
Superfund Site relate to releases that predate the Company's acquisition of
the Albuquerque Terminal and, accordingly, does not believe that it needs to
record a liability in connection with the two lawsuits.

     In 1973, the Company constructed the Farmington refinery that was
operated until 1982. The Company became aware of soil and shallow groundwater
contamination at this facility in 1985. The Company hired environmental
consulting firms to investigate the contamination and undertake remedial
action. The consultants identified several areas of contamination in the
soils and shallow groundwater underlying the Farmington property. A
consultant to the Company has indicated that contamination attributable to
past operations at the Farmington property has migrated off the refinery
property, including a hydrocarbon plume that appears to extend no more than
1,800 feet south of the refinery property. Remediation activities are ongoing
by the Company under the supervision of the New Mexico Oil Conservation
Division ("OCD"), although no cleanup order has been received. The Company
had reserved approximately $1,000,000 for possible environmental expenditures
relating to its Farmington property, of which approximately $570,000 still
remains.

     The Farmington property is located adjacent to the Lee Acres Landfill
(the "Landfill"), a closed landfill formerly operated by San Juan County,
which is situated on lands owned by the United States Bureau of Land
Management (the "BLM"). Industrial and municipal wastes were disposed of in
the Landfill by numerous sources. During the period that it was operational,
the Company disposed of office trash, maintenance shop trash, used tires and
water from the Farmington refinery's evaporation pond at the Landfill.

     The Landfill was added to the National Priorities List as a CERCLA
Superfund site in 1990. In connection with this listing, EPA defined the site
as the Landfill and the Landfill's associated groundwater plume. EPA excluded
any releases from the Farmington refinery itself from the definition of the
site. In May 1991, EPA notified the Company that it may be a potentially
responsible party under CERCLA for the release or threatened release of
hazardous substances, pollutants or contaminants at the Landfill.

     BLM made a proposed plan of action for the Landfill available to the
public in 1996. Remediation alternatives examined by BLM in connection with
the development of its proposed plan ranged in projected cost from no cost to
approximately $14,500,000. BLM proposed the adoption of a remedial action
alternative that it believes would cost approximately $3,900,000 to
implement. BLM's $3,900,000 cost estimate is based on certain assumptions
that may or may not prove to be correct and is contingent on confirmation
that the remedial actions, once implemented, are adequately addressing
Landfill contamination. For example, if assumptions regarding groundwater
mobility and contamination levels are incorrect, BLM is proposing to take
additional remedial actions with an estimated cost of approximately
$1,800,000.

     BLM has received public comment on its proposed plan. The final remedy
for the site, however, has not yet been selected. Although the Company was
given reason to believe that a final remedy would be selected in 2000, that
selection did not occur. The Company has had no further indication regarding
when the final remedy selection will be made. In 1989, a consultant to the
Company estimated, based on various assumptions, that the Company's share of
potential liability could be approximately $1,200,000. This figure was based
upon estimated Landfill remediation costs significantly higher than those
being proposed by BLM. The figure also was based on the consultant's
evaluation of such factors as available clean-up technology, BLM's
involvement at the site and the number of other entities that may have had
involvement at the site, but did not include an analysis of all of the
Company's potential legal defenses and arguments, including possible setoff
rights.

     Potentially responsible party liability is joint and several, such that
a responsible party may be liable for all of the clean-up costs at a site
even though the party was responsible for only a small part of such costs.
Although it is possible that the Company may ultimately incur liability for
clean-up costs associated with the Landfill, a reasonable estimate of the
amount of this liability, if any, cannot be made at this time because, among
other reasons, the final site remedy has not been selected, a number of
entities had involvement at the site, allocation of responsibility among
potentially responsible parties has not yet been made, and potentially
applicable factual and legal issues have not been resolved. Based on current
information, the Company does not believe that it needs to record a liability
in relation to BLM's proposed plan.

     BLM may assert claims against the Company and others for reimbursement
of investigative, cleanup and other costs incurred by BLM in connection with
the Landfill and surrounding areas. It also is possible that the Company will
assert claims against BLM in connection with contamination that may be
originating from the Landfill. Private parties and other governmental
entities also may assert claims against BLM, the Company and others for
property damage, personal injury and other damages allegedly arising out of
any contamination originating from the Landfill and the Farmington property.
Parties also may request judicial determination of their rights and
responsibilities, and the rights and responsibilities of others, in
connection with the Landfill and the Farmington property. Currently, however,
there is no outstanding litigation against the Company by BLM or any other
party.

     In connection with the acquisition of the Bloomfield refinery, the
Company assumed certain environmental obligations including Bloomfield
Refining Company's ("BRC") obligations under an administrative order issued
by EPA in 1992 pursuant to the Resource Conservation and Recovery Act (the
"Order"). The Order required BRC to investigate and propose measures for
correcting any releases of hazardous waste or hazardous constituents at or
from the Bloomfield refinery. In 2000, OCD approved the groundwater discharge
permit for the refinery, which included an abatement plan that addressed the
Company's environmental obligations under the Order. The abatement plan
reflects new information relating to the site as well as remediation methods
that were originally not contemplated in connection with the Order. The
Company has asked EPA to accept the measures specified in the abatement plan
as the appropriate corrective action remedy under the Order and has further
requested that EPA delegate its corrective action oversight authority to the
State of New Mexico. Adoption of the abatement plan as the appropriate
corrective action remedy would significantly reduce the Company's corrective
action costs. The Company estimates that remediation expenses associated with
the abatement plan will be in the range of approximately $50,000 to $100,000,
and will be incurred over a period of approximately 30 years. If the
Company's requests are not granted, the Company estimates that remaining
remediation expenses could range as high as $1,000,000. Accordingly, the
Company has reduced the remaining $1,500,000 reserve accrued in connection
with this matter to approximately $1,000,000. If the requests are granted,
the Company anticipates that the reserve will be further reduced.

     The Company has discovered hydrocarbon contamination adjacent to a
55,000 barrel crude oil storage tank (the "Tank") that was located in
Bloomfield, New Mexico. The Company believes that all or a portion of the
Tank and the 5.5 acres owned by the Company on which the Tank was located may
have been a part of a refinery, owned by various other parties, that, to the
Company's knowledge, ceased operations in the early 1960s. The Company
submitted a work plan to define the extent of petroleum contamination in the
soil and groundwater, which was approved by OCD subject to certain
conditions. One of the conditions required the Company to submit a
comprehensive report on all site investigations to OCD by January 14, 2000.
The Company filed the required report on January 13, 2000. Based upon the
report, it appears possible that contaminated groundwater is contained within
the property boundaries and does not extend offsite. The Company anticipates
that OCD will not require remediation of offsite soil based upon the low
contaminant levels found there. On May 19, 2000, OCD approved the Company's
work plan with certain conditions. In the course of conducting the cleanup
approved by OCD, it was discovered that the extent of the contamination was
greater than had been anticipated. Accordingly, the Company obtained a 60-day
extension to further assess the situation and propose a modified plan. On
November 6, 2000, the Company submitted a proposal for a pilot bioventing
project to address remaining contamination at the site. The pilot project, if
approved, is expected to cost approximately $15,000. The Company previously
estimated that cleanup expenses associated with the site would cost $250,000
and an environmental reserve in that amount was created, of which
approximately $62,000 remains. Until the pilot project is completed and its
effectiveness as a means of site remediation can be evaluated, the Company
cannot reasonably estimate remaining remediation costs. Therefore, no change
has been made to the amount of the reserve.

     The Company anticipates that it will incur remediation costs from time
to time in connection with current and former gasoline service stations
operated by the Company. The Company's experience has been that such costs
generally do not exceed $100,000 per location, and a portion of such costs
may be subject to reimbursement from state underground storage tank funds.

     Although the Company has invested substantial resources to prevent and
minimize future accidental discharges and to remediate contamination
resulting from prior discharges, there can be no assurance that accidental
discharges will not occur in the future, that future action will not be taken
in connection with past discharges, that governmental agencies will not
assess penalties against the Company in connection with any past or future
contamination, or that third parties will not assert claims against the
Company for damages allegedly arising out of any past or future
contamination.

     RIGHTS-OF-WAY. Certain irregularities in title may exist with respect to
a limited number of the Company's rights-of-way or franchises for its crude
oil pipeline gathering system. The Company, however, has continued its use of
the entirety of its pipeline gathering system. As of this date, no claim
stemming from any right-of-way or franchise matter has been asserted against
the Company. The Company does not believe that its use or enjoyment of the
pipeline gathering system will be adversely affected by any such right-of-way
matters or irregularities in title.

     TAXES. The Company is subject to audit on an ongoing basis of the
various taxes that it pays to federal, state, local and tribal governments.
These audits may result in assessments or refunds along with interest and
penalties. In some cases the jurisdictional basis of the taxing authority is
in dispute and is the subject of litigation or administrative appeals. The
Company has received several tax notifications and assessments from the
Navajo Tribe relating to Company operations outside the boundaries of the
Navajo Indian Reservation in an area of disputed jurisdiction, including a
$1,800,000 severance tax assessment (including interest and penalties through
the date of the assessment) issued in November 1991, and a $3,400,000
severance tax assessment (including interest and penalties through the date
of the assessment) issued in May 1999, both of which relate to crude oil
removed from properties located within this area. The latest assessment
relates to activities through June 1997. The Company resolved both of these
severance tax assessments in the first quarter of 2001 for an amount
approximating the reserve that had previously been established by the
Company. The Company intends to continue purchasing activities in the area of
disputed jurisdiction and may receive further tax assessments in the future
relating to these activities subsequent to June 1997. The Company does not
believe any such assessments will be significant. The Company may be entitled
to reimbursement from certain third party oil lease interest owners in
connection with any severance tax amounts paid by the Company that relate to
purchases from such interest owners. At this time, however, the Company is
unable to predict the success of efforts to recover these amounts. Other
nominal tax assessments remain outstanding and the Company is pursuing its
appeal rights on those matters. The Company may receive further tax
assessments in the future.

DISCONTINUED OIL & GAS OPERATIONS

     In August 1996, the Company sold substantially all of its oil and gas
assets. The Company retained its ownership in natural gas wells located in
San Juan County, New Mexico that qualified for federal coal seam gas tax
credits under Section 29 of the Internal Revenue Code. In September 2000, the
Company sold its ownership in these natural gas wells for approximately
$1,000,000, which was the approximate value of the wells remaining on its
books. Section 29 tax credits generated from natural gas production from
these wells, through the date of the September 2000 sale, are available to
offset future income taxes payable.


<PAGE>
ITEM 3. LEGAL PROCEEDINGS.

     The Company is a party to ordinary routine litigation incidental to its
business. There is also hereby incorporated by reference the information
under the headings "Regulatory, Environmental and Other Matters" in Items 1
and 2, the discussions contained in Item 7, and the information regarding
contingencies in Note 15 to the Consolidated Financial Statements in Item 8.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     Not applicable.

EXECUTIVE OFFICERS OF THE REGISTRANT

     Executive officers of the Company as of March 1, 2001 are listed below:

                                                          EXECUTIVE
     NAME            AGE   POSITION                     OFFICER SINCE

James E. Acridge      60   Chairman of the Board,       October 1989
                           President and Chief
                           Executive Officer

Fredric L. Holliger   53   Director, Executive Vice     October 1989
                           President and Chief
                           Operating Officer

Morgan Gust           53   Executive Vice President     August 1990

Jack W. Keller        56   President of the Company's   February 1999
                           Phoenix Fuel Strategic
                           Business Unit

Miguel A. Foegal      48   Executive Vice President     May 2000
                           of the Company's
                           Retail Group Strategic
                           Business Unit

Carl D. Shook         62   Executive Vice President     February 2000
                           of the Company's
                           Refining Group Strategic
                           Business Unit

C. Leroy Crow         50   Executive Vice President     February 2000
                           of the Company's
                           Refining Group Strategic
                           Business Unit

Kim H. Bullerdick     47   Vice President, General      February 1999
                           Counsel and Secretary

Mark B. Cox           42   Vice President, Treasurer,   February 1999
                           Financial Officer and
                           Assistant Secretary

Gary R. Dalke         48   Vice President, Controller,  February 1999
                           Accounting Officer and
                           Assistant Secretary

     The officers of the Company are elected annually by the Board of
Directors and each officer serves until his successor is chosen and qualified
or until his earlier resignation or removal. There are no family
relationships among the officers of the Company.

     James E. Acridge has served as Chairman of the Board of Directors,
President and Chief Executive Officer of the Company since October 1989. Mr.
Acridge also serves as Chairman of the Nominating Committee. Mr. Acridge
started Giant Arizona in 1969. The Company was formed in 1989 in connection
with the concurrent initial public offering of stock by the Company and the
reorganization of Giant Arizona and Hixon. As a result of the reorganization,
Giant Arizona and Hixon became the principal wholly-owned subsidiaries of the
Company. Subsequent to the reorganization, Hixon was renamed Giant E&P. Giant
E&P sold substantially all of its assets in August 1996 and the stock of
Giant E&P was sold in September 2000. Mr. Acridge has served continuously as
the Chairman of the Board of Directors, President and Chief Executive Officer
of the Company and Giant Arizona since their formation. Since its acquisition
by Giant Arizona in June 1997, Mr. Acridge also has served as Chairman of the
Board of Phoenix Fuel.

     Fredric L. Holliger has served as a director, Executive Vice President
and the Chief Operating Officer of the Company since October 1989. Mr.
Holliger joined Giant Arizona as Senior Vice President, and President of the
Giant Arizona refining division, in February 1989, and continues to serve as
a director, Executive Vice President and the Chief Operating Officer of Giant
Arizona. Mr. Holliger also has served as a director and the Chief Executive
Officer of Phoenix Fuel since it was acquired by Giant Arizona in June 1997.

     Morgan Gust has served as Executive Vice President of the Company and
Giant Arizona since February 1999. From August 1990 to September 1998, Mr.
Gust served in various senior management positions for the Company and Giant
Arizona, including Vice President, Vice President Administration, General
Counsel, and Secretary. From October 1998 until January 1999, Mr. Gust was
absent from the Company. Upon returning to the Company in January 1999, Mr.
Gust was part of senior management until being elected Executive Vice
President by the Board on February 25, 1999.

     Jack W. Keller has served as the President of the Company's Phoenix Fuel
Strategic Business Unit since its formation in February 1999. He also has
served as the President of Phoenix Fuel since Phoenix Fuel was acquired by
Giant Arizona in June 1997 and as Chief Operating Officer of Phoenix Fuel
since May 1998. From 1989 to June 1997, Mr. Keller served in various senior
management roles with Phoenix Fuel, including President from December 1996 to
June 1997, Chief Operating Officer from 1993 to 1996, and General Manager
from 1989 to 1993. From December 1997 to September 1998, Mr. Keller also
served as Senior Vice President, Marketing Division of Giant Arizona.

     Miguel A. Foegal has served as Executive Vice President of the Company's
Retail Group Strategic Business Unit and as Executive Vice President, Retail
Group of Giant Arizona since May 2000. From March 1999 to May 2000, Mr.
Foegal served as Senior Vice President, Retail Marketing for Giant Arizona.
Mr. Foegal joined the Company as Vice President, Retail Marketing in February
1998. From January 1992 to February 1998, Mr. Foegal was a Regional Vice
President for Circle K/Tosco Marketing Co. where he was responsible for
convenience and gas stores in the western United States.

     Carl D. Shook has served as Executive Vice President of the Company's
Refining Group Strategic Business Unit and as Executive Vice President,
Refining Group of Giant Arizona since February 2000. From February 1999 to
February 2000, Mr. Shook served as Senior Vice President, Engineering and
Technical Services for Giant Arizona. From January 1998 to February 1999, Mr.
Shook served as Vice President, Engineering and Analysis for Giant Arizona.
From October 1996 until January 1998, Mr. Shook served as Vice President,
Corporate Planning and Evaluation for Giant Arizona. From February 1995 until
October 1996, Mr. Shook served as Senior Vice President of Refinery
Operations for Giant Arizona.

     C. Leroy Crow has served as Executive Vice President of the Company's
Refining Group Strategic Business Unit and as Executive Vice President,
Refining Group of Giant Arizona since February 2000. From February 1999 to
February 2000, Mr. Crow served as Senior Vice President, Refinery Operations
and Raw Material Supply for Giant Arizona. From December 1997 to February
1999, Mr. Crow served as Senior Vice President, Operations Division for Giant
Arizona. From February 1996 to June 1997, when it was acquired by Giant
Arizona, Mr. Crow served as the Vice President of Operations for Phoenix
Fuel. Following the acquisition, Mr. Crow served as Vice President of
Operations until December 1997. Prior to joining Phoenix Fuel in February
1996, Mr. Crow was the General Manager of Pro Petroleum, a wholesale fuel
distributor in Phoenix, Arizona, from 1993 to 1996.

     Kim H. Bullerdick has served as Vice President and Secretary of the
Company and Giant Arizona since December 1998 and General Counsel of the
Company and Giant Arizona since May 2000. From December 1998 to May 2000, Mr.
Bullerdick also was Legal Department Director of the Company and Giant
Arizona.  From September 1998 to December 1998, Mr. Bullerdick served as an
Assistant Secretary of the Company and Giant Arizona. Mr. Bullerdick joined
Giant Arizona in June 1987 as Corporate Counsel. In August 1995, he was
appointed Assistant General Counsel of Giant Arizona, and in 1998, he was
appointed Associate General Counsel; Manager, Legal Department; and Manager,
Regulatory Affairs.

     Mark B. Cox has served as Vice President, Treasurer, Financial Officer
and Assistant Secretary of the Company and Giant Arizona since December 1998.
From September 1998 to December 1998, Mr. Cox served as Treasurer and
Assistant Secretary of the Company and Giant Arizona. From 1997 to September
1998, Mr. Cox served as Treasurer of the Company and Giant Arizona. From 1994
to 1997, Mr. Cox served as Assistant Treasurer of Giant Arizona.

     Gary R. Dalke has served as Vice President, Controller, Accounting
Officer and Assistant Secretary of the Company and Giant Arizona since
December 1998. From September 1998 to December 1998, Mr. Dalke served as an
Assistant Secretary of the Company and Giant Arizona. From April 1998 to
September 1998, Mr. Dalke served as Chief Information Officer of Giant
Arizona, and from July 1998 to December 1998, Mr. Dalke served as the
Controller for Giant Arizona. From January 1990 to June 1997 when it was
acquired by Giant Arizona, Mr. Dalke served as Chief Financial Officer of
Phoenix Fuel. From January 1997 to June 1997, Mr. Dalke also was Vice
President of Phoenix Fuel. Following the acquisition, Mr. Dalke was Vice
President and Chief Financial Officer of Phoenix Fuel from June 1997 to July
1998, and from June 1997 to September 1998, he also was Treasurer of Phoenix
Fuel.




<PAGE>
                                PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS

     The principal United States market on which the Company's common stock
is traded is the New York Stock Exchange. The high and low sales prices for
the Common Stock for each full quarterly period as reported on the New York
Stock Exchange Composite Tape for the last two fiscal years are as follows:

                 QUARTER ENDED             HIGH         LOW

                 December 31, 2000        7 7/16      5 1/8
                 September 30, 2000       8           5 3/16
                 June 30, 2000            9 11/16     7 5/8
                 March 31, 2000          10 1/2       7 5/8

                 December 31, 1999       11 11/16     6 13/16
                 September 30, 1999      12 9/16      9 1/4
                 June 30, 1999           12 1/4       7 11/16
                 March 31, 1999           9 13/16     5 5/8

     During 2000 and 1999, the Company's Board of Directors declared no cash
dividends on common stock. Any future dividends are subject to the results of
the Company's operations, declarations by the Board of Directors and existing
debt covenants, as described below.

     The Company has issued $150,000,000 of 9% Senior Subordinated Notes (the
"9% Notes") and $100,000,000 of 9 3/4% Senior Subordinated Notes (the "9 3/4%
Notes"). The 9% Notes were issued pursuant to an Indenture dated August 26,
1997 (the "9% Indenture") and the 9 3/4% Notes were issued pursuant to an
Indenture dated November 29, 1993 (the "9 3/4% Indenture", and collectively
with the 9% Indenture, the "Indentures"). The Indentures are among the
Company, its Subsidiaries, as guarantors, Bank of New York, as trustee under
the 9% Indenture and Bank One Trust Company (fka NBD Bank), as trustee under
the 9 3/4% Indenture. The Indentures contain a number of covenants, which,
among other provisions, place restrictions on the Company's payment of
dividends and purchase of its common stock.

     The Indentures include the payment of dividends and purchase of the
Company's common stock in their definitions of "Restricted Payments." The
Indentures place limitations on "Restricted Payments," the most significant
of which are summarized as follows:

          The Company cannot, and cannot permit any of its Restricted
     Subsidiaries to, directly or indirectly, make any Restricted Payment,
     unless:

          (a) no Default or Event of Default shall have occurred and be
     continuing at the time of or immediately after giving effect to such
     Restricted Payment;

          (b) at the time of and immediately after giving effect to such
     Restricted Payment, the Company would be able to incur at least $1.00 of
     additional Indebtedness pursuant to the first paragraph of the covenant
     captioned "Limitation on Incurrence of Additional Indebtedness"; and

          (c) immediately after giving effect to such Restricted Payment, the
     aggregate amount of all Restricted Payments declared or made after the
     Issue Date does not exceed the sum of (A) 50% of the Consolidated Net
     Income of the Company and its Restricted Subsidiaries (or in the event
     such Consolidated Net Income shall be a deficit, minus 100% of such
     deficit) during the period (treated as one accounting period) subsequent
     to September 30, 1997 in the case of the 9% Indenture and September 30,
     1993 in the case of the 9 3/4% Indenture and ending on the last day of
     the fiscal quarter immediately preceding the date of such Restricted
     Payment and (B) $30,000,000 in the case of the 9% Indenture and
     $15,000,000 in the case of the 9 3/4% Indenture. Consolidated Net Income
     excludes, among other things, any full cost ceiling limitation
     writedown.

     At December 31, 2000, retained earnings available for dividends under
the most restrictive terms of the Indentures were approximately $2,900,000.
The Board of Directors will periodically review the Company's policy
regarding the payment of dividends.

     Also see the "Capital Structure" discussion in "Management's Discussion
and Analysis of Financial Condition and Results of Operations" included in
Item 7 hereof.

     Capitalized items used but not defined above have the meaning assigned
to them in the Indentures.

     There were 246 holders of record of Common Stock on March 16, 2001.


<PAGE>
ITEM 6. SELECTED FINANCIAL DATA.

     The following table summarizes recent financial information of the
Company. This selected financial data should be read in conjunction with
Management's Discussion and Analysis of Financial Condition and Results of
Operations at Item 7, and the Consolidated Financial Statements, related
notes thereto, and the Independent Auditors' Report included in Item 8
hereof:

<TABLE>
<CAPTION>
                                   FINANCIAL AND OPERATING HIGHLIGHTS
                   (IN THOUSANDS, EXCEPT PERCENTAGES, PER SHARE AND OPERATING DATA)

                                                                           Year Ended December 31,
---------------------------------------------------------------------------------------------------------------
                                                             2000       1999       1998       1997       1996
---------------------------------------------------------------------------------------------------------------
<S>                                                      <C>          <C>        <C>        <C>        <C>
FINANCIAL STATEMENT DATA
Net Revenues                                             $1,074,362   $782,683   $642,504   $657,278   $499,184
Operating Income                                             33,759     37,397     19,907     41,106     39,730
Net Earnings (Loss)                                           7,289     10,778     (2,217)    15,294     17,051
Earnings (Loss) Per Common Share - Basic                 $     0.79   $   1.01   $  (0.20)  $   1.38   $   1.52
Earnings (Loss) Per Common Share - Diluted               $     0.79   $   1.01   $  (0.20)  $   1.37   $   1.50
Weighted Average Common Shares Outstanding - Basic            9,214     10,679     10,951     11,051     11,220
Weighted Average Common Shares Outstanding - Diluted          9,223     10,719     10,951     11,175     11,336
Dividends Paid Per Common Share                          $        -   $      -   $   0.20   $   0.20   $   0.20
Working Capital                                          $   54,494   $ 49,396   $ 89,104   $111,725   $ 21,541
Total Assets                                                528,565    546,799    527,414    535,371    324,007
Long-Term Debt                                              258,009    258,272    282,484    275,557    113,081
Stockholders' Equity                                        127,703    132,462    127,702    133,467    122,124
Long-Term Debt as a Percentage
  of Total Capitalization                                     66.9%      66.1%      68.9%      67.4%      48.1%
Book Value Per Common Share                              $    14.27   $  12.86   $  11.78   $  12.14   $  11.00
Return on Average Stockholders' Equity                         5.6%       8.3%          -      12.0%      14.7%

OPERATING DATA(1)
REFINING GROUP:
  Rated Crude Oil Capacity Utilized(2)                          80%        87%        88%        92%        95%
  Refinery Sourced Sales Barrels (Bbls/Day)                  34,287     37,368     37,898     39,037     38,814
  Average Crude Oil Costs ($/Bbl)                        $    29.26   $  17.64   $  14.29   $  20.60   $  21.80
  Refinery Margin ($/Bbl)                                $     7.63   $   6.89   $   4.83   $   6.39   $   6.21
RETAIL GROUP:
  SERVICE STATIONS:
    Fuel Gallons Sold (In Thousands)                        208,125    211,873    184,375    125,219     87,499
    Product Margin ($/Gallon)                            $    0.168   $  0.179   $  0.206   $  0.213   $  0.201
    Merchandise Sold ($ In Thousands)                    $  131,825   $111,603   $ 95,496   $ 67,601   $ 42,037
    Merchandise Margin                                          28%        28%        30%        30%        30%
    Number of Outlets at Year End                               179        172        166        148         52
  TRAVEL CENTER:
    Fuel Gallons Sold (In Thousands)                         26,698     27,991     24,950     19,434     18,298
    Product Margin ($/Gallon)                            $    0.104   $  0.111   $  0.111   $  0.111   $  0.104
    Merchandise Sold ($ In Thousands)                    $    6,719   $  7,291   $  7,331   $  7,382   $  7,092
    Merchandise Margin                                          46%        45%        45%        44%        46%
    Number of Outlets at Year End                                 1          1          1          1          1
  Retail Fuel Volumes Sold as a % of
    Refinery Sourced Sales Barrels                              45%        42%        36%        24%        18%
PHOENIX FUEL:
  Fuel Gallons Sold (In Thousands)                          424,290    351,949    314,763    172,121
  Product Margin ($/Gallon)                              $    0.052   $  0.064   $  0.067   $  0.075
  Lubricant Sales ($ In Thousands)                       $   24,210   $ 22,067   $ 22,517   $ 12,923
  Lubricant Margin                                              16%        15%        14%        14%
---------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Operating data includes the operations of the Thriftway and Phoenix Fuel
    acquisitions from approximately June 1, 1997, the DeGuelle acquisition
    from February 10, 1998, and the Kaibab acquisition from approximately
    July 1, 1998.
(2) Prior year percentages have been restated to reflect the calculation of
    rated crude oil capacity on a calendar day basis as was used for 2000.



<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

COMPARISON OF THE YEARS ENDED DECEMBER 31, 2000 AND DECEMBER 31, 1999
---------------------------------------------------------------------

EARNINGS BEFORE INCOME TAXES
----------------------------

     For the year ended December 31, 2000, earnings before income taxes were
$11,337,000, a decrease of $5,119,000 from earnings before income taxes of
$16,456,000 for the year ended December 31, 1999. The decrease was primarily
due to higher operating expenses, including depreciation and amortization; an
8% decline in refinery sourced finished product sales volumes, due in part to
reduced crude oil production in the Four Corners area, competitive conditions
and, in the first quarter of 2000, to customers using inventory they had
stored at the end of 1999 in anticipation of potential Y2K problems; a 7%
decline in retail fuel margins; and a 19% decline in Phoenix Fuel finished
product margins. These decreases were offset in part by an 11% increase in
refinery margins, due in part to a reduction in crude oil costs resulting
from contract negotiations with suppliers; a 17% increase in retail
merchandise sales with relatively flat margins year-to-year; a reduction in
selling, general and administrative expenses ("SG&A"); and a 5% increase in
wholesale fuel volumes sold by Phoenix Fuel to third party customers.

     In addition, 1999 earnings were reduced as the result of the write-off
of $2,387,000 in net book value of assets that were either demolished for new
construction or replaced with new systems.

REVENUES
--------
     Revenues for the year ended December 31, 2000, increased approximately
$291,679,000 or 37% to $1,074,362,000 from $782,683,000 in the comparable
1999 period. The increase was due to, among other things, a 48% increase in
refinery weighted average selling prices; a 41% increase in Phoenix Fuel
weighted average selling prices, along with a 5% increase in wholesale fuel
volumes sold to third party customers, due in part to increased diesel demand
related to allocations and disruptions of natural gas supplies into Arizona
primarily in the third quarter of 2000; and a 17% increase in retail
merchandise sales. This increase was partially offset by an 8% decline in
refinery sourced finished product sales volumes.

     The volumes of refined products sold through the Company's retail units
decreased approximately 2% from 1999 levels. The volume of finished product
sold from service station/convenience stores that were in operation for a
full year in each period decreased approximately 3%, while volumes sold from
the Company's travel center declined approximately 5%. These declines were
offset in part by volumes sold from nine Company constructed and remodeled
service station/convenience stores, opened in 1999 and 2000, that exceeded
the volumes lost from the sale of 10 units during the same period.

COST OF PRODUCTS SOLD
---------------------
     For the year ended December 31, 2000, cost of products sold increased
$291,062,000 or 51% to $858,588,000 from $567,526,000 in the comparable 1999
period. The increase is due in part to a 66% increase in average crude oil
costs, despite negotiated supply cost reductions; a 45% increase in the cost
of finished products purchased by Phoenix Fuel, along with a 5% increase in
wholesale fuel volumes sold to third party customers; and a 17% increase in
retail merchandise sales. This increase was partially offset by an 8% decline
in refinery sourced finished product sales volumes.

     For the year 2000, certain lower cost Phoenix Fuel LIFO inventory layers
were liquidated which resulted in a decrease in the cost of products sold of
approximately $1,737,000. For the year 1999, certain higher cost refinery
LIFO inventory layers were liquidated which resulted in an increase in the
cost of products sold of approximately $2,551,000.

OPERATING EXPENSES
------------------
     For the year ended December 31, 2000, operating expenses increased
approximately $7,535,000 or 6% to $123,613,000 from $116,078,000 in the
comparable 1999 period. The increase is due to, among other things, increased
retail operating costs related to new service station/convenience stores
opened or acquired in 1999 and 2000, including wages and related costs, and
increased retail credit card processing fees resulting from an increase in
the number of transactions, as well as the average dollar amount of each
transaction due to higher fuel prices. There also were higher costs and
increased volumes of purchased fuel for the refineries, along with higher
expenditures for catalyst, chemicals and additives. These increases were
offset in part by lower lease expenses due to the repurchase of 24 service
station/convenience stores in the third and fourth quarters of 1999, which
had originally been sold to FFCA Capital Holding Corporation ("FFCA") as part
of a sale-leaseback transaction completed in December 1998. In addition, 2000
reflects reduced retail advertising costs, as well as reduced expenditures
for other promotional programs.

DEPRECIATION AND AMORTIZATION
-----------------------------
     For the year ended December 31, 2000, depreciation and amortization
increased approximately $2,450,000 or 8% to $33,579,000 from $31,129,000 in
the comparable 1999 period. The increase is primarily related to newly
acquired service station/convenience stores; construction, remodeling and
upgrades in retail and refining operations during 1999 and 2000; the
capitalization of the 1999 contingent payment related to the acquisition of
the Bloomfield refinery; the amortization of refinery turnaround costs; and
the repurchase of 24 service station/convenience stores sold as part of a
sale-leaseback transaction between the Company and FFCA in December 1998. The
increase was offset in part by reduced depreciation and amortization in 2000
resulting from the sale of certain natural gas properties that were being
amortized in 1999 and the 1999 adjustment of the value of certain real estate
assets held for sale.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
--------------------------------------------
     For the year ended December 31, 2000, SG&A decreased approximately
$3,343,000 or 12% to $24,823,000 from $28,166,000 in the comparable 1999
period. The decrease is primarily due to a more normal contribution of
$825,000 to the Company's Employee Stock Ownership Plan ("ESOP") in 2000,
after a larger than normal $3,000,000 contribution in 1999; lower expenses
for the estimated costs of incentive bonuses and accruals for other employee
benefits made in 2000 as compared to 1999; and reduced costs related to a
reorganization and staff reduction program implemented in the first quarter
of 2000. The decrease was offset in part by severance pay costs incurred in
2000 relating to the reorganization and staff reduction program, certain
strategic planning costs, and higher wages and related costs. In addition,
1999 costs were reduced because of insurance reimbursements received relating
to prior workers compensation claims that had been paid by the Company.

INTEREST EXPENSE (INCOME)
-------------------------
     For the year ended December 31, 2000, interest expense increased
approximately $994,000 or 4% to $24,411,000 from $23,417,000 in the
comparable 1999 period. The increase is due in part to additional interest
expense related to borrowings from the Company's revolving credit facility in
the first six months of 2000 and the capitalization of more interest in 1999.

     For the year ended December 31, 2000, interest and investment income
decreased approximately $487,000 or 20% to $1,989,000 from $2,476,000 in the
comparable 1999 period. The decrease is primarily due to a decline in the
amount of funds available for investment in short-term instruments.

INCOME TAXES
------------
     The effective tax rate for each of the years ended December 31, 2000 and
1999 was approximately 35%. These rates were somewhat lower than the
Company's expected effective tax rate of between 39% and 40% because of coal
seam gas tax and state pollution control credits utilized in 2000 and the
resolution of various tax matters and deferred tax adjustments in 1999.

OUTLOOK
-------
     The regions and markets in which the Company operates continue to be
affected by events and circumstances over which the Company has little or no
control. Dramatic increases in crude oil, natural gas and refined product
prices; industry consolidation through mergers and acquisitions; increased
government regulation; tighter supply/demand balances for both raw materials
and finished products; the building and expansion of product pipelines; power
supply disruptions in California, which affected pipeline shipments of
finished products into Arizona; and increased competition on both the
wholesale and retail levels are all examples of such events and circumstances
affecting the Company's operations. To meet these challenges the Company must
anticipate and respond with short-term strategies while adhering to long-term
plans.

     The Company's strategy is to profitably operate its refining, retail
marketing and other marketing operations, and to take advantage of growth
opportunities within its existing operations. The Company's immediate focus
is to identify ways to reduce operating expenses and eliminate non-essential
capital expenditures; to sell non-strategic assets and underperforming
assets; to consider and evaluate related business opportunities, while
protecting the value and integrity of the Company's core assets; and to
explore various ways to create greater value for its stockholders.

     In March 2001, the Company completed an evaluation of its retail assets.
The Company identified approximately 30 retail units that are non-strategic
or are underperforming for possible sale, although the units had positive
cash flow in 2000. During the second quarter of 2001, the Company will
initiate an evaluation to determine the level of interest in the marketplace
for potential sale of the assets. In the interim, the Company will continue
to operate these units. There is no assurance that any of these units will be
sold, as their sale is contingent upon, among other things, the receipt of
acceptable offers.

     In 2001, the Company will benefit from reduced crude oil acquisition
costs which resulted from the renegotiation of certain crude oil contracts in
2000. In addition, certain natural gas contracts for the purchase of fuel
used in operating the refineries expire at the end of October 2001. The
renewal of these contracts could be at higher rates than the current
contracts and may result in higher purchased fuel costs starting in the
fourth quarter of 2001.

     The Company's future results of operations are primarily dependent on
producing or purchasing, and selling, sufficient quantities of refined
products at margins sufficient to cover fixed and variable expenses.


COMPARISON OF THE YEARS ENDED DECEMBER 31, 1999 AND DECEMBER 31, 1998
---------------------------------------------------------------------

EARNINGS (LOSS) BEFORE INCOME TAXES
-----------------------------------
     For the year ended December 31, 1999, earnings before income taxes were
$16,456,000, an increase of $20,182,000 from a loss before income taxes of
$3,726,000 in the comparable 1998 period. This increase was primarily due to
a 42% increase in refinery margins, due in part to refinery problems on the
West Coast in early 1999 and the shifting of sales volumes to higher netback
markets; increased operating income from Phoenix Fuel; and increased retail
sales volumes. In addition, 1999 earnings reflected lower interest expense,
while 1998 earnings included the write-off of costs incurred in connection
with the terminated merger with Holly Corporation. The increase in earnings
was offset in part by increased operating and administrative expenses, a 12%
decline in retail fuel margins, a 7% decline in retail merchandise margins
and the write-off of approximately $2,387,000 in net book value of assets
that were either demolished for new construction or replaced with new
systems.

REVENUES
--------
     Revenues for the year ended December 31, 1999, increased approximately
$140,179,000 or 22% to $782,683,000 from $642,504,000 in the comparable 1998
period. The increase was due to, among other things, a 27% increase in
refinery weighted average selling prices; a 12% increase in wholesale fuel
volumes sold by Phoenix Fuel, along with a 25% increase in weighted average
selling prices; a 9% increase in weighted average retail fuel prices, along
with a 15% increase in retail fuel volumes sold; an 11% increase in
merchandise sales from service station/convenience stores that were in
operation for a full year in each period; and the acquisition of 32 service
station/convenience stores, and the lease of one other, from Kaibab
Industries, Inc. in June and July 1998 (the "Kaibab Acquisition"). This
increase was partially offset by a 1% decline in refinery sourced finished
product sales volumes.

     The 15% increase in the volume of refined products sold through the
Company's retail units from 1998 levels was primarily due to the Kaibab
Acquisition. The volume of finished product sold from the Company's travel
center increased 12%, due in large part to improved marketing programs.
Finished product sales volumes from service station/convenience stores that
were in operation for a full year in each period declined approximately 6%.
This decrease was significantly offset by finished product sales from service
station/convenience stores constructed or remodeled within the last 21
months.

COST OF PRODUCTS SOLD
---------------------
     For the year ended December 31, 1999, cost of products sold increased
$102,590,000 or 22% to $567,526,000 from $464,936,000 in the comparable 1998
period. The increase was due in part to a 12% increase in wholesale fuel
volumes sold by Phoenix Fuel, along with a 27% increase in the cost of
finished product purchased; a 23% increase in average crude oil costs; an 11%
increase in merchandise sales from service station/convenience stores that
were in operation for a full year in each period; and the Kaibab Acquisition.
This increase was partially offset by a 1% decline in refinery sourced
finished product sales volumes.

     For the year 1999, certain higher cost refinery LIFO inventory layers
were liquidated which resulted in an increase in the cost of products sold of
approximately $2,551,000. There were no similar liquidations in 1998.

OPERATING EXPENSES
------------------
     For the year ended December 31, 1999, operating expenses increased
approximately $12,871,000 or 12% to $116,078,000 from $103,207,000 in the
comparable 1998 period. Forty-five percent of the increase was due to the
Kaibab Acquisition. The remaining increase was primarily due to increased
lease expenses related to the 1998 sale-leaseback transaction between the
Company and FFCA that was completed in December 1998; higher payroll and
related costs for the Ciniza refinery, reflecting general wage increases and
the allocating of wages in 1998 to the second quarter major refinery
turnaround; and expenses, paid or accrued, for the estimated costs of 1999
company-wide incentive bonuses. These increases were offset in part by
reduced retail advertising costs in 1999 because of a change in advertising
strategies.

DEPRECIATION AND AMORTIZATION
-----------------------------
     For the year ended December 31, 1999, depreciation and amortization
increased approximately $1,963,000 or 7% to $31,129,000 from $29,166,000 in
the comparable 1998 period. The increase is primarily related to
construction, remodeling and upgrades in retail and refining operations
during 1998 and 1999, and the amortization of 1998 and 1999 refinery
turnaround costs. These increases were partially offset by a reduction in
depreciation expense related to the 1998 sale-leaseback transaction between
the Company and FFCA.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
--------------------------------------------
     For the year ended December 31, 1999, SG&A increased approximately
$2,878,000 or 11% to $28,166,000 from $25,288,000 (including approximately
$1,355,000 in costs written off in connection with the terminated merger with
Holly Corporation) in the comparable 1998 period. The increase is primarily
due to a larger than normal contribution of $3,000,000 to the Company's ESOP
in 1999, with no contribution having been made to the ESOP in 1998; expenses
for the estimated costs of 1999 incentive bonuses; and an increase in 1999
self insured group health insurance costs due to higher claims experience.
The increase was offset in part by a reduction in 1999 outside consulting
costs, related in part to retail and corporate information system evaluations
conducted in 1998, and reduced expenses in 1999 because of insurance
reimbursements received relating to prior workers compensation claims that
had been paid by the Company.

INTEREST EXPENSE (INCOME)
-------------------------
     For the year ended December 31, 1999, interest expense decreased
approximately $2,047,000 or 8% to $23,417,000 from $25,464,000 in the
comparable 1998 period. The decrease is primarily due to a reduction in
interest expense related to the purchase of service station/convenience
stores that were subject to capital lease obligations, along with a reduction
in borrowings from the Company's revolving credit facility.

     For the year ended December 31, 1999, interest and investment income
increased approximately $645,000 or 35% to $2,476,000 from $1,831,000 in the
comparable 1998 period. The increase is primarily due to interest income
relating to a long-term note receivable from the Company's Chairman and Chief
Executive Officer. Interest and investment income from the investment of
funds in short-term instruments was relatively comparable year to year. The
effects of fluctuations in interest rates applicable to invested funds were
nominal.

INCOME TAXES
------------
     The effective tax rate for the year ended December 31, 1999, was
approximately 35%. The effective benefit rate for the year ended December 31,
1998, was approximately 40%. The difference in the rates is primarily due to
deferred tax adjustments and the resolution of various tax matters in 1999.


LIQUIDITY AND CAPITAL RESOURCES

CASH FLOW FROM OPERATIONS
-------------------------
     Operating cash flows decreased for the year ended December 31, 2000
compared to the year ended December 31, 1999 primarily as a result of a
decrease in cash flows related to changes in operating assets and liabilities
in each period, along with a decrease in net earnings in 2000. Net cash
provided by operating activities totaled $29,492,000 for the year ended
December 31, 2000, compared to $59,799,000 in the comparable 1999 period.

WORKING CAPITAL
---------------
     Working capital at December 31, 2000 consisted of current assets of
$165,184,000 and current liabilities of $110,690,000, or a current ratio of
1.49:1. At December 31, 1999, the current ratio was 1.40:1 with current
assets of $171,984,000 and current liabilities of $122,588,000.

     Current assets have decreased since December 31, 1999, primarily due to
a decrease in cash and cash equivalents, other receivables and inventories.
These decreases were offset in part by an increase in trade receivables.
Other receivables have decreased primarily because of a reduction in
California excise tax refunds receivable due to less activity and improved
refund procedures. Inventories have decreased primarily due to a decrease in
Phoenix Fuel refined product volumes and merchandise on hand, along with a
decrease in certain refining and retail refined product volumes. These
decreases were offset in part by increases in pipeline crude oil volumes,
increased finished product terminal volumes and increases in crude oil and
finished product prices. Trade receivables have increased primarily due to an
increase in finished product selling prices and increased Phoenix Fuel
volumes sold. These increases are offset in part by a decrease in refining
and product trading sales volumes, reduced raw material supply exchange
activity and a reduction in retail consignment sale activity.

     Current liabilities have decreased due to a decrease in accounts payable
and accrued expenses. Accounts payable have decreased primarily as a result
of a reduction in certain refinery crude oil purchases and Phoenix Fuel
finished product purchases. These decreases were offset in part by an
increase in the cost of certain raw materials and finished products, along
with two months of natural gas liquids purchases included in accounts payable
at December 31, 2000, due to the timing of year end payments. Accrued
expenses have decreased primarily as a result of lower accruals for federal
and state excise taxes, and reduced accruals for management incentive and
other bonuses. These decreases were offset in part by increased accruals for
refinery natural gas purchases and payroll and related costs.

CAPITAL EXPENDITURES AND RESOURCES
----------------------------------
     Net cash used in investing activities for the purchase of property,
plant and equipment totaled approximately $22,455,000 for the year ended
December 31, 2000. Expenditures included amounts for, among other things, the
assignment of certain leases/subleases to the Company associated with nine
service station/convenience stores located on the Navajo and Zuni Indian
Reservations; the acquisition of an interest in five service station/
convenience stores located on the Navajo Indian Reservation; certain
maintenance turnaround costs, and operational and environmental projects for
the refineries; construction, remodeling and upgrade of retail operations;
and the acquisition of customer loaned equipment and construction costs
related to the remodeling of a cardlock location for Phoenix Fuel.

     The Company received proceeds of approximately $4,473,000 from the sale
of property, plant and equipment and other assets in 2000, primarily from the
sale of eight service station/convenience stores and certain natural gas
properties.

     The Company has entered into a non-binding letter of intent with Western
Refining Company ("Western"), a Dallas, Texas based company, and RHC
Holdings, L.P. ("Holdings"), a Texas Limited Partnership, of which Western is
the General Partner. In 2000, Western and Holdings acquired all of the issued
and outstanding limited partnership interest of Refinery Holding Company,
L.P. ("RHC"), a Delaware limited partnership, which owns certain refining
assets in El Paso, Texas. RHC was in negotiations with Chevron to purchase
Chevron's El Paso refining assets and certain related crude oil pipeline
assets. Pursuant to the letter of intent, the Company was working to acquire
an interest in both refineries or in the entity that may ultimately own or
operate them. This transaction is currently on hold, as after the announced
merger of Chevron and Texaco Refining Company, Chevron notified RHC that it
was discontinuing its negotiations with RHC. The Company does not know
whether the merged companies will reopen negotiations with RHC in the future
or whether the previously contemplated transactions will be undertaken if the
negotiations are reopened.

     In October 1995, the Company completed the purchase of the Bloomfield
refinery. The purchase agreement provided for potential contingent payments
of approximately $35,000,000 to be made over approximately six years from the
acquisition date, not to exceed a net present value of $25,000,000 as of
October 1995, should certain criteria be met. In 2000, the Company made a
contingent payment of $5,442,000, accrued in 1999, related to this
acquisition. An additional contingent payment of $5,200,000 was accrued in
the fourth quarter of 2000 and will be paid in 2001. The contingent payments
are considered additional purchase price and are allocated to the appropriate
assets and are amortized over their remaining useful lives. The payment to be
made in 2001 will be the last payment required under the purchase agreement.

     The Company has budgeted approximately $24,000,000 for capital
expenditures in 2001, excluding any potential acquisitions and the Bloomfield
contingent payment. Of this amount, approximately $2,500,000 is for the
completion of projects that were started in 2000. In addition, approximately
$14,400,000 is budgeted for non-discretionary projects that are required by
law or regulation or to maintain the physical integrity of existing assets.
These expenditures are primarily for operational and environmental projects
at the refineries, including approximately $5,000,000 for a major turnaround
at the Bloomfield refinery, and asset conversions and upgrades for the retail
operations. Another $2,800,000 is budgeted for discretionary projects to
sustain or enhance the current level of operations, increase earnings
associated with existing or new business and to expand operations. The
significant discretionary projects being considered include construction and
technology enhancements for various cardlock locations and the purchase of
customer loaned equipment for Phoenix Fuel, and facility upgrades at the
refineries and existing retail units. The remaining budget of $4,300,000 is
for capital expenditure contingencies.

     The Company continues to investigate other strategic acquisitions as
well as capital improvements to its existing facilities. The amount of
capital projects that are actually undertaken in 2001 will depend on, among
other things, identifying and consummating acceptable acquisitions, general
business conditions and results of operations. The Company is also evaluating
the possible sale or exchange of non-strategic or underperforming assets.

     Much of the capital currently budgeted for environmental compliance is
integrally related to operations or to operationally required projects. The
Company does not specifically identify capital expenditures related to such
projects on the basis of whether they are for environmental as opposed to
economic purposes. With respect to capital expenditures budgeted primarily to
satisfy environmental regulations, the Company estimates that approximately
$1,100,000, $900,000 and $3,700,000 were spent in 2000, 1999 and 1998,
respectively, and that approximately $1,700,000 will be spent in 2001. With
respect to the Company's operating expenses for environmental compliance,
while records are not kept specifically identifying or allocating such
expenditures, management believes that the Company incurs significant
operating expense for such purposes.

     Changes in the tax laws, changes in federal and state clean air and
clean fuel requirements and other changes in environmental laws and
regulations also may increase future capital and operating expenditure
levels.

     The Company anticipates that working capital, including that necessary
for capital expenditures and debt service, will be funded through existing
cash balances, cash generated from operating activities, and, if necessary,
future borrowings. Future liquidity, both short and long-term, will continue
to be primarily dependent on producing or purchasing, and selling, sufficient
quantities of refined products at margins sufficient to cover fixed and
variable expenses.

CAPITAL STRUCTURE
-----------------
     At December 31, 2000 and December 31, 1999, the Company's long-term debt
was 66.9% and 66.1% of total capital, respectively, and the Company's net
debt (long-term debt less cash and cash equivalents) to total capitalization
percentages were 64.4% and 63.0%, respectively.

     The Company's capital structure includes $150,000,000 of 9% senior
subordinated notes due 2007 (the "9% Notes") and $100,000,000 of 9 3/4%
senior subordinated notes due 2003 (the "9 3/4% Notes", and collectively with
the 9% Notes, the "Notes"). The Indentures supporting the Notes contain
restrictive covenants that, among other things, restrict the ability of the
Company and its subsidiaries to create liens, to incur or guarantee debt, to
pay dividends, to repurchase shares of the Company's common stock, to sell
certain assets or subsidiary stock, to engage in certain mergers, to engage
in certain transactions with affiliates or to alter the Company's current
line of business. At December 31, 2000, the Company was in compliance with
the restrictive covenants relating to these Notes and approximately
$2,900,000 was available for Restricted Payments, which the Notes define as,
among other things: (i) the payment of dividends, (ii) the repurchase of the
Company's common stock, (iii) the payment of principal in connection with
certain types of indebtedness prior to their scheduled maturity, and (iv)
certain types of investments.

     Subject to certain conditions, the Company is obligated to offer to
purchase a portion of the Notes at a price equal to 100% of the principal
amount thereof, plus accrued and unpaid interest, if any, to the date of
purchase, with the net cash proceeds of certain sales or other dispositions
of assets. Upon a change of control, the Company would be required to offer
to purchase all of the Notes at 101% of the principal amount thereof, plus
accrued interest, if any, to the date of purchase.

     Repayment of the Notes is jointly and severally guaranteed on an
unconditional basis by the Company's direct and indirect wholly-owned
subsidiaries, subject to a limitation designed to ensure that such guarantees
do not constitute a fraudulent conveyance. Except as otherwise allowed in the
Indentures pursuant to which the Notes were issued, there are no restrictions
on the ability of such subsidiaries to transfer funds to the Company in the
form of cash dividends, loans or advances. General provisions of applicable
state law, however, may limit the ability of any subsidiary to pay dividends
or make distributions to the Company in certain circumstances.

     Separate financial statements of the Company's subsidiaries are not
included herein because the aggregate assets, liabilities, earnings, and
equity of the subsidiaries are substantially equivalent to the assets,
liabilities, earnings, and equity of the Company on a consolidated basis; the
subsidiaries are jointly and severally liable for the repayment of the Notes;
and the separate financial statements and other disclosures concerning the
subsidiaries are not deemed material to investors.

     In December 1998, the Company and FFCA completed a sale-leaseback
transaction in which the Company sold 83 service station/convenience stores
to FFCA and leased them back. Net proceeds to the Company, after expenses,
were approximately $50,124,000. In the second half of 1999, the Company
repurchased 24 of the service station/convenience stores for approximately
$13,711,000, which was the original selling price of these units.

     The original total base rent payments under the FFCA sale-leaseback
transaction, which included scheduled increases of six percent on the second
anniversary of the agreement and every second anniversary thereafter, on a
compounded basis, during the initial lease term and any extension thereof,
have been adjusted downward to reflect the repurchase of the 24 service
station/convenience stores. The total amount of the remaining base rent
payments at December 31, 2000 of approximately $60,442,000 is being charged
to expense on the straight-line method over the remaining 13-year term of the
lease at the rate of approximately $4,524,000 per year. At December 31, 2000
and 1999, the Company had recorded a deferred credit of approximately
$1,628,000 and $837,000, respectively, to reflect the excess of rent expense
over cash payments made.

     The Company has a $65,000,000 secured Credit Agreement (the "Credit
Agreement") that expires December 23, 2001, with a group of banks. This
Credit Agreement, a revolving loan agreement, is primarily a working capital
and letter of credit facility and is secured by eligible accounts receivable
and inventories as defined in the Credit Agreement. The Credit Agreement
allows the Company to borrow up to $9,000,000 to exercise its purchase rights
in connection with certain service station/convenience stores that are
currently subject to capital lease obligations, and up to $10,000,000 for
other acquisitions as defined in the Credit Agreement. The availability of
funds under this facility is the lesser of (i) $65,000,000, or (ii) the
amount determined under a borrowing base calculation tied to the eligible
accounts receivable and inventories. At December 31, 2000, the availability
of funds under the Credit Agreement was $65,000,000. There were no direct
borrowings outstanding under this facility at December 31, 2000, and there
were approximately $2,347,000 of irrevocable letters of credit outstanding,
primarily to secure purchases of raw materials. At December 31, 1999 and
February 28, 2001 there were no direct borrowings outstanding under this
facility.

     The interest rate applicable to the Credit Agreement is tied to various
short-term indices. At December 31, 2000, this rate was approximately 7 1/4%
per annum. The Company is required to pay a quarterly commitment fee ranging
from 0.325% to 0.500% per annum of the unused amount of the facility. The
exact rate depends on meeting certain conditions in the Credit Agreement.

     The Credit Agreement contains certain restrictive covenants which
require the Company to, among other things, maintain a minimum consolidated
net worth, a minimum interest coverage ratio and a maximum capitalization
ratio. It also places limits on investments, dispositions of assets,
prepayments of senior subordinated debt, guarantees, liens and restricted
payments. At December 31, 2000, the Company was in compliance with the Credit
Agreement's restrictive covenants. The Credit Agreement is guaranteed by
certain of the Company's direct and indirect wholly-owned subsidiaries.

     The Company is currently in discussions with a group of banks to replace
the current secured Credit Agreement.

     The Company's Board of Directors has authorized the repurchase of up to
2,500,000 shares of the Company's common stock. These purchases may be made
from time to time as conditions permit. Shares may be repurchased through
privately-negotiated transactions, block share purchases and open market
transactions. During 2000, the Company repurchased 202,566 shares of its
common stock under this program. Of this amount, 129,466 shares were acquired
from its Chairman and Chief Executive Officer at a weighted average price of
approximately $6.93 per share, which was the approximate average of the low
price of the Company's common stock on the dates of the Board of Directors
resolutions authorizing the transactions. The remaining 73,100 shares were
purchased on the open market for approximately $7.15 per share. From the
inception of the stock repurchase program the Company has repurchased
2,165,266 shares for approximately $22,042,000, resulting in a weighted
average cost of $10.18 per share. The repurchased shares are treated as
treasury shares.

     Shares repurchased under the Company's program are available for a
number of corporate purposes. The number of shares actually repurchased will
be dependent upon market conditions and existing debt covenants, and there is
no guarantee as to the exact number of shares to be repurchased by the
Company. The Company may discontinue the program at any time without notice.

     As previously disclosed in the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1999, the Company filed a Schedule 13E-4
Issuer Tender Offer Statement with the Securities and Exchange Commission on
December 21, 1999, to acquire up to 1,333,333 shares of its common stock at a
price of $9.00 per share, net to the seller in cash. The offer expired on
February 4, 2000, at which time 1,169,414 shares had been properly tendered
to the Company. The Company purchased all of these shares at the stated
price, at a cost of approximately $10,525,000 plus expenses of approximately
$213,000 on February 8, 2000. These repurchased shares are treated as
treasury shares.

     The Company's Board of Directors did not declare any cash dividends on
common stock for the year ended December 31, 2000. The payment of dividends
is subject to the results of the Company's operations, existing debt
covenants and declaration by the Company's Board of Directors. The Board of
Directors will periodically review the Company's policy regarding the payment
of dividends.

OTHER
-----
     The Company is exposed to various market risks, including changes in
certain commodity prices and interest rates. To manage the volatility
relating to these normal business exposures, the Company periodically uses
commodity futures and options contracts to reduce price volatility, to fix
margins in its refining and marketing operations and to protect against price
declines associated with its crude oil and finished products inventories.

     The potential loss from a hypothetical 10% adverse change in commodity
prices on open commodity futures and options contracts held by the Company at
December 31, 2000, was approximately $418,000.

     Additionally, the Company's $65,000,000 Credit Agreement is floating-
rate debt tied to various short-term indices. As a result, the Company's
annual interest costs associated with this debt may fluctuate. At December
31, 2000, however, there were no direct borrowings outstanding under this
Credit Agreement.

     In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities," which was originally to be
effective for the Company's financial statements as of January 1, 2000. In
June 1999, the FASB issued SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities - Deferral of Effective Date of FASB
Statement No. 133." SFAS No. 137 deferred the effective date of SFAS No. 133
by one year to give companies more time to study, understand and implement
the provisions of SFAS No. 133 and to complete information system
modifications. In June 2000, the FASB issued SFAS No. 138 "Accounting for
Certain Derivative Instruments and Certain Hedging Activities, an amendment
to SFAS No. 133." SFAS No. 138 expands and clarifies certain provisions of
SFAS No. 133 and was adopted by the Company concurrently with SFAS No. 133 on
January 1, 2001.

     SFAS No. 133, as amended, establishes accounting and reporting standards
for derivative instruments, including certain derivative instruments embedded
in other contracts, and for hedging activities. It requires that entities
record all derivatives as either assets or liabilities, measured at fair
value, with any change in fair value recognized in earnings or in other
comprehensive income, depending on the use of the derivative and whether it
qualifies for hedge accounting. If certain conditions are met, a derivative
may be specifically designated as a (i) hedge of the exposure to changes in
the fair value of a recognized asset or liability or an unrecognized firm
commitment, (ii) hedge of the exposure to variable cash flows of a forecasted
transaction, or (iii) hedge of the foreign currency exposure of a net
investment in a foreign operation, an unrecognized firm commitment, an
available-for-sale security, or a foreign-currency-denominated forecasted
transaction.

     Under SFAS No. 133, an entity that elects to apply hedge accounting is
required to establish at the inception of the hedge the method it will use
for assessing the effectiveness of the hedging derivative and the measurement
approach for determining the ineffective aspect of the hedge. Those methods
must be consistent with the entity's approach to managing risk.

     The Company has performed a contract review and except as described
below, believes these contracts do not qualify as derivatives or contain
embedded derivatives as defined in SFAS No. 133, as amended by SFAS No. 138.
Accordingly, there will be no earnings effect upon adoption January 1, 2001.

     The Company periodically enters into futures or option contracts to
hedge its exposure to price fluctuations on crude oil and refined products.
Gains and losses on hedge contracts are deferred and reported as a component
of the related transaction.

     The Company from time to time speculates in the purchasing and selling
of crude oil and finished products and may enter into futures, options and
wet barrel contracts to speculate on price fluctuations in these commodities.
These activities are transacted in accordance with policies established by
the Company, which set limits on quantities, requires various levels of
approval and requires certain review and reporting procedures. Gains and
losses on all speculative transactions are reflected in earnings in the
period that they occur.

     As of December 31, 2000, the Company had open put option and futures
contracts for the purchase or sale of 285,000 barrels of heating oil or crude
oil. These open put option and futures contracts relate to specific
speculative strategies entered into with the expectation of profiting from
favorable price movements. These contracts are marked-to-market monthly and
any gains or losses recorded in cost of sales. At December 31, 2000, a net
loss of approximately $275,000 had been recorded relating to these contracts.

     In addition, at December 31, 2000, the Company had entered into a
contract for the purchase of 25,000 barrels of CARB Phase II unleaded regular
gasoline for delivery in January 2001 in Los Angeles. This contract is part
of the Company's speculative wet barrel trading activities, and would be
considered a derivative instrument under SFAS No. 133, as amended by SFAS No.
138. This contract was marked-to-market at December 31, 2000 and a gain of
approximately $73,500 was recorded in cost of sales.

     At December 31, 2000, the Company had no hedging strategies in place as
defined in SFAS No. 133, as amended by SFAS No. 138.

     In 1998, the Company entered into a $5,000,000 loan with its Chairman
and Chief Executive Officer ("CCEO"). The principal amount of the loan, as
well as all interest accruing after March 28, 2001, is due and payable on
March 28, 2003. The loan is secured by: (i) a pledge by an entity owned by
the CCEO (the "LLC") of a 49% equity interest in an entity that owns certain
real property in north Scottsdale, Arizona (the "Real Property"), and (ii) a
pledge by the CCEO of all of his equity interest in the LLC. The Company is
aware of prior liens on the Real Property, as well as on certain of the
collateral pledged to the Company, that relate to loans entered into by the
LLC. Although the Company currently believes the pledges securing the loan
will enable the Company to recover the amounts due and owing from the CCEO
under the terms of the loan, should the LLC not continue to service the first
lien holder debt when due or should other adverse circumstances arise, a
reduction of the ultimate amounts collectable could result. For a further
discussion of this loan see Note 5 to the Company's Consolidated Financial
Statements.

     Federal, state and local laws and regulations relating to health and the
environment affect nearly all of the operations of the Company. As is the
case with other companies engaged in similar industries, the Company faces
significant exposure from actual or potential claims and lawsuits involving
environmental matters. These matters include soil and water contamination,
air pollution and personal injuries or property damage allegedly caused by
substances manufactured, handled, used, released or disposed of by the
Company. Future expenditures related to health and environmental matters
cannot be reasonably quantified in many circumstances for various reasons,
including the speculative nature of remediation and cleanup cost estimates
and methods, imprecise and conflicting data regarding the hazardous nature of
various types of substances, the number of other potentially responsible
parties involved, various defenses that may be available to the Company and
changing environmental laws and interpretations of environmental laws. For a
further discussion of health and environmental matters affecting the
Company's operations, see the discussion of such matters contained in Items 1
and 2 hereof under the heading "Regulatory, Environmental and Other Matters."

     Rules and regulations implementing federal, state and local laws
relating to health and the environment will continue to affect the operations
of the Company. The Company cannot predict what health or environmental
legislation or regulations will be enacted or become effective in the future
or how existing or future laws or regulations will be administered or
enforced with respect to products or activities of the Company. Compliance
with more stringent laws or regulations, as well as more vigorous enforcement
policies of the regulatory agencies, could have an adverse effect on the
financial position and the results of operations of the Company and could
require substantial expenditures by the Company for: (i) the installation and
operation of refinery equipment, pollution control systems and other
equipment not currently possessed by the Company, (ii) the acquisition or
modification of permits applicable to Company activities, and (iii) the
initiation or modification of cleanup activities.

     As of December 31, 2000, the Company had an environmental liability
accrual of approximately $2,200,000. Approximately $1,900,000 of this accrual
is for the following projects, all of which are referred to in Items 1 and 2
hereof under the heading "Regulatory, Environmental and Other Matters": (i)
closure of the Ciniza refinery land treatment facility, including post-
closure expenses, (ii) the remediation of the hydrocarbon plume that appears
to extend no more than 1,800 feet south of the Company's inactive Farmington
refinery, (iii) environmental obligations assumed in connection with the
acquisition of the Bloomfield refinery, and (iv) hydrocarbon contamination on
and adjacent to the 5.5 acres that the Company owns in Bloomfield, New
Mexico. The remaining amount of the accrual relates to the closure of certain
solid waste management units at the Ciniza refinery, which is being conducted
in accordance with the refinery's Resource Conservation and Recovery Act
permit. The accrual balance reflects a reduction in amounts accrued for
environmental obligations assumed in connection with the acquisition of the
Bloomfield refinery and increases in reserves for other environmental
projects. The environmental accrual is recorded in the current and long-term
sections of the Company's Consolidated Balance Sheets.

     The Company is subject to audit on an ongoing basis of the various taxes
that it pays to federal, state, local and tribal governments. These audits
may result in assessments or refunds along with interest and penalties. In
some cases the jurisdictional basis of the taxing authority is in dispute and
is the subject of litigation or administrative appeals. A number of tax
assessments from the Navajo Tribe relating to Company operations outside of
the Navajo Indian Reservation in an area of disputed jurisdiction were
resolved in the first quarter of 2001. The Company intends to continue
purchasing activities in areas of disputed jurisdiction. The Company may
receive further tax assessments in the future. For a further discussion of
Navajo tax notifications and assessments, see the discussion of taxes
contained in Items 1 and 2 hereof under the heading "Regulatory,
Environmental and Other Matters."

     The Company's refineries primarily process a mixture of high gravity,
low sulfur crude oil, condensate and NGLs. The locally produced, high quality
crude oil known as Four Corners Sweet is the primary feedstock for the
refineries. The Company's current receipts and projections of Four Corners
crude oil production indicate that the Company's crude oil demand will exceed
the crude oil supply that is available from local sources for 2001. The
Company has decreased, and may from time to time in the future decrease,
production runs at its refineries from levels it would otherwise schedule as
a result of shortfalls in Four Corners crude oil production. For a further
discussion of raw material supply for the Company's refineries, see the
discussion contained in Items 1 and 2 hereof under the heading "Raw Material
Supply."

     In late 1999, an existing NGLs pipeline was converted to a refined
products pipeline. This converted line originates in Southeastern New Mexico
and delivers refined products into Albuquerque, New Mexico and the Four
Corners area. A diesel fuel terminal near Albuquerque associated with this
project has been completed and a terminal expansion to include gasoline and
jet fuel is expected to be completed by spring 2001. In addition, the Company
is aware of a number of actions, proposals or industry discussions regarding
product pipeline projects that could impact portions of its marketing areas.
The completion of some or all of these projects would result in increased
competition by increasing the amount of refined products potentially
available in these markets, as well as improving competitor access to these
areas. It also could result in new opportunities for the Company, as the
Company is a net purchaser of refined products in some of these areas. For a
further discussion of the potential impact of pipeline projects on the
Company's operations, as well as other competitive factors affecting these
operations, see the discussion of competitive factors contained in Items 1
and 2 hereof under the heading "Competitive Conditions."

      "Safe Harbor" Statement under the Private Securities Litigation Reform
Act of 1995: This report contains forward-looking statements that involve
known and unknown risks and uncertainties. Forward-looking statements are
identified by words or phrases such as "believes," "expects," "anticipates,"
"estimates," "could," "plans," "intends," variations of such words and phrases
and other similar expressions. While these forward-looking statements are made
in good faith and reflect the Company's current judgment regarding such
matters, actual results could vary materially from the forward-looking
statements. Important factors that could cause actual results to differ from
forward-looking statements include, but are not limited to: economic,
competitive and governmental factors affecting the Company's operations,
markets, products, services and prices; declines in production of Four Corners
sweet crude oil; risks associated with non-compliance with certain debt
covenants or the satisfaction of financial ratios contained in such covenants;
the risk that the Company may not be able to replace its current Credit
Agreement on terms favorable to the Company; the adequacy of the Company's
reserves, including its reserves for environmental and tax matters; the
ultimate outcome of the two lawsuits filed against the Company by the State of
New Mexico and the Company's ultimate liability related thereto; the
availability of indemnification from third parties in connection with various
legal proceedings; the Company's ability to recover tax payments from third
parties; the Company's ability to resolve alleged legal violations without the
assessment of additional fines or penalties; the expansion of the Company's
refining, retail and Phoenix Fuel operations through acquisition and
construction; the adequacy and cost of raw material supplies; the potential
effects of various pipeline projects as they relate to the Company's market
area and future profitability; the impact of the mandated use of gasolines
satisfying governmentally mandated specifications on the Company's operations;
the ability of the Company to reduce operating expenses and non-essential
capital expenditures; the risk that the Company will not be able to sell non-
strategic and underperforming assets on terms favorable to the Company; the
risk that the CCEO will not be able to pay amounts that become due and payable
to the Company under the terms of the Company's outstanding $5,000,000 loan to
the CCEO; the risk that the LLC will not be able to service the first lien
holder debt when due; the risk that adverse circumstances may occur that
prevent the Company from recovering amounts that may become due and payable
under the $5,000,000 loan; the risk that the Company will not be able to
obtain replacement natural gas supplies on terms favorable to the Company; and
other risks detailed from time to time in the Company's filings with the
Securities and Exchange Commission. All subsequent written and oral forward-
looking statements attributable to the Company, or persons acting on behalf of
the Company, are expressly qualified in their entirety by the foregoing.
Forward-looking statements made by the Company represent its judgment on the
dates such statements are made. The Company assumes no obligation to update
any forward-looking statements to reflect new or changed events or
circumstances.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The information required by this item is incorporated herein by reference to
the section entitled "Other" in the Company's Management's Discussion and
Analysis of Financial Condition and Results of Operations in Part II, Item 7.

<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                     INDEPENDENT AUDITORS' REPORT



Board of Directors and Stockholders
Giant Industries, Inc.
Scottsdale, Arizona

     We have audited the accompanying consolidated balance sheets of Giant
Industries, Inc. and subsidiaries (the "Company") as of December 31, 2000 and
1999, and the related consolidated statements of earnings (loss),
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 2000. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

     In our opinion, such consolidated financial statements present fairly,
in all material respects, the financial position of the Company as of
December 31, 2000 and 1999, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 2000 in
conformity with accounting principles generally accepted in the United States
of America.


DELOITTE & TOUCHE LLP

Phoenix, Arizona
March 21, 2001


<PAGE>
<TABLE>
<CAPTION>
                           GIANT INDUSTRIES, INC. AND SUBSIDIARIES
                                 CONSOLIDATED BALANCE SHEETS


                                                                               DECEMBER 31,
------------------------------------------------------------------------------------------------
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)                          2000             1999
------------------------------------------------------------------------------------------------
<S>                                                                    <C>             <C>
ASSETS
Current assets:
  Cash and cash equivalents                                            $  26,618       $  32,945
  Receivables:
    Trade, less allowance for doubtful accounts of $356 and $591          69,215          62,076
    Income tax refunds                                                       741           1,495
    Other                                                                  5,591          10,429
------------------------------------------------------------------------------------------------
                                                                          75,547          74,000
------------------------------------------------------------------------------------------------
  Inventories                                                             56,607          58,240
  Prepaid expenses and other                                               3,659           4,097
  Deferred income taxes                                                    2,753           2,702
------------------------------------------------------------------------------------------------
    Total current assets                                                 165,184         171,984
------------------------------------------------------------------------------------------------
Property, plant and equipment                                            508,384         485,181
     Less accumulated depreciation and amortization                     (192,234)       (161,983)
------------------------------------------------------------------------------------------------
                                                                         316,150         323,198
------------------------------------------------------------------------------------------------
Goodwill, less accumulated amortization of $4,292 and $3,223              20,806          21,819
Other assets                                                              26,425          29,798
------------------------------------------------------------------------------------------------
                                                                       $ 528,565       $ 546,799
================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt                                    $     213       $     297
  Accounts payable                                                        66,461          76,833
  Accrued expenses                                                        44,016          45,458
------------------------------------------------------------------------------------------------
    Total current liabilities                                            110,690         122,588
------------------------------------------------------------------------------------------------
Long-term debt, net of current portion                                   258,009         258,272
Deferred income taxes                                                     27,621          28,002
Other liabilities and deferred income                                      4,542           5,475
Commitments and contingencies (Notes 3, 9, 10, 12, 13, 14 and 15)
Stockholders' equity:
  Preferred stock, par value $.01 per share,
    10,000,000 shares authorized, none issued
  Common stock, par value $.01 per share, 50,000,000
    shares authorized, 12,282,688 and 12,266,188 shares issued               122             122
  Additional paid-in capital                                              73,099          72,990
  Retained earnings                                                       87,262          79,973
------------------------------------------------------------------------------------------------
                                                                         160,483         153,085
  Less common stock in treasury - at cost,
    3,334,680 and 1,962,700 shares                                       (32,780)        (20,623)
------------------------------------------------------------------------------------------------
    Total stockholders' equity                                           127,703         132,462
------------------------------------------------------------------------------------------------
                                                                       $ 528,565       $ 546,799
================================================================================================

The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                            GIANT INDUSTRIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)


                                                               YEAR ENDED DECEMBER 31,
------------------------------------------------------------------------------------------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)                 2000              1999              1998
------------------------------------------------------------------------------------------------
<S>                                               <C>               <C>               <C>
Net revenues                                      $1,074,362        $  782,683        $  642,504
Cost of products sold                                858,588           567,526           464,936
------------------------------------------------------------------------------------------------
Gross margin                                         215,774           215,157           177,568

Operating expenses                                   123,613           116,078           103,207
Depreciation and amortization                         33,579            31,129            29,166
Selling, general and administrative expenses          24,823            28,166            25,288
Loss on the write-off of assets                            -             2,387                 -
------------------------------------------------------------------------------------------------
Operating income                                      33,759            37,397            19,907

Interest expense                                     (24,411)          (23,417)          (25,464)
Interest and investment income                         1,989             2,476             1,831
------------------------------------------------------------------------------------------------
Earnings (loss) before income taxes                   11,337            16,456            (3,726)

Provision (benefit) for income taxes                   4,048             5,678            (1,509)
------------------------------------------------------------------------------------------------
Net earnings (loss)                               $    7,289        $   10,778        $   (2,217)
================================================================================================

Earnings (loss) per common share:
  Basic                                           $     0.79        $     1.01        $    (0.20)
================================================================================================
  Assuming dilution                               $     0.79        $     1.01        $    (0.20)
================================================================================================

The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                              GIANT INDUSTRIES, INC. AND SUBSIDIARIES
                          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY



                                  Common Stock
                                ----------------  Additional                 Treasury Stock        Total
                                Shares      Par    paid-in     Retained   --------------------  stockholders'
                                issued     value   capital     earnings     Shares     Cost       equity
----------------------------------------------------------------------------------------------------------
                                     (In thousands, except number of shares)
<S>                            <C>         <C>     <C>         <C>        <C>        <C>          <C>
Balances, January 1, 1998      12,232,367  $122    $72,699     $73,256    1,239,100  $(12,610)    $133,467

Purchase of treasury stock              -     -          -           -      154,500    (1,900)      (1,900)
Dividends declared
  - $0.15 per share                     -     -          -      (1,648)           -         -       (1,648)
Net loss                                -     -          -      (2,217)           -         -       (2,217)
----------------------------------------------------------------------------------------------------------
Balances, December 31, 1998    12,232,367   122     72,699      69,391    1,393,600   (14,510)     127,702

Purchase of treasury stock              -     -          -           -      569,100    (6,113)      (6,113)
Stock options exercised           120,857     1      1,069           -            -         -        1,070
Shares cancelled on net
  exercise of stock options       (87,036)   (1)      (778)       (196)           -         -         (975)
Net earnings                            -     -          -      10,778            -         -       10,778
----------------------------------------------------------------------------------------------------------
Balances, December 31, 1999    12,266,188   122     72,990      79,973    1,962,700   (20,623)     132,462

Purchase of treasury stock              -     -          -           -    1,371,980   (12,157)     (12,157)
Stock options exercised            16,500     -        109           -            -         -          109
Net earnings                            -     -          -       7,289            -         -        7,289
----------------------------------------------------------------------------------------------------------
Balances, December 31, 2000    12,282,688  $122    $73,099     $87,262    3,334,680  $(32,780)    $127,703
==========================================================================================================

The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                 GIANT INDUSTRIES, INC. AND SUBSIDIARIES
                                  CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                           YEAR ENDED DECEMBER 31,
------------------------------------------------------------------------------------------------------
(IN THOUSANDS)                                                         2000        1999         1998
------------------------------------------------------------------------------------------------------
<S>                                                                  <C>        <C>         <C>
Cash flows from operating activities:
  Net earnings (loss)                                                $  7,289   $ 10,778    $ (2,217)
  Adjustments to reconcile net earnings (loss) to
    net cash provided by operating activities:
    Depreciation and amortization                                      33,579     31,129      29,166
    Deferred income taxes                                                (432)     5,132      (2,920)
    Deferred lease expense                                                791        837           -
    Loss on disposal of assets                                              -      2,181         152
    Other                                                                (806)      (782)        293
    Changes in operating assets and liabilities:
      Decrease (increase) in receivables                               (1,110)   (23,478)      7,028
      Decrease (increase) in inventories                                1,640     (6,685)      5,811
      Decrease (increase) in prepaid expenses and other                   479      1,209        (867)
      (Decrease) increase in accounts payable                         (10,372)    33,930     (12,596)
      (Decrease) increase in accrued expenses                          (1,566)     5,548       3,042
------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                              29,492     59,799      26,892
------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
  Acquisition of businesses, net of cash received                           -          -     (38,205)
  Purchases of property, plant and equipment and other assets         (22,455)   (46,361)    (60,320)
  Refinery acquisition contingent payment                              (5,442)    (7,289)     (7,243)
  Proceeds from sale-leaseback transaction                                  -          -      50,124
  Proceeds from sale of property, plant and
    equipment and other assets                                          4,473      2,288       3,816
  Investment in note receivable                                             -          -      (5,000)
------------------------------------------------------------------------------------------------------
Net cash used by investing activities                                 (23,424)   (51,362)    (56,828)
------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
  Proceeds of long-term debt                                           68,000          -      46,000
  Payments of long-term debt                                          (68,347)   (25,115)    (38,435)
  Purchase of treasury stock                                          (12,157)    (6,113)     (1,900)
  Deferred financing costs                                                  -        (56)       (425)
  Payment of dividends                                                      -          -      (2,199)
  Proceeds from exercise of stock options                                 109         95           -
------------------------------------------------------------------------------------------------------
Net cash (used) provided by financing activities                      (12,395)   (31,189)      3,041
------------------------------------------------------------------------------------------------------
Net decrease in cash and cash equivalents                              (6,327)   (22,752)    (26,895)
  Cash and cash equivalents:
    Beginning of year                                                  32,945     55,697      82,592
------------------------------------------------------------------------------------------------------
    End of year                                                      $ 26,618   $ 32,945    $ 55,697
======================================================================================================

Significant Noncash Investing and Financing Activities. During 2000, approximately $5,200,000 was
incurred as a contingent payment related to the 1995 acquisition of the Bloomfield refinery. During
1999, the Company received 87,036 shares of its own common stock valued at approximately $975,000 from
two officers of the Company as payment for the exercise of 108,857 common stock options. These shares
were immediately cancelled. In addition, approximately $10,692,000 was incurred as a contingent
payment related to the 1995 acquisition of the Bloomfield refinery, of which $5,250,000 was paid in
1999 and $5,442,000 in 2000. During 1998, approximately $2,039,000 was incurred as a contingent
payment related to the 1995 acquisition of the Bloomfield refinery, which was paid in 1999.

The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>


<PAGE>
                  GIANT INDUSTRIES, INC. AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1-DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES:

ORGANIZATION

     Giant Industries, Inc., a Delaware corporation, together with its
subsidiaries, ("Giant" or the "Company"), through its wholly-owned subsidiary
Giant Industries Arizona, Inc. and its subsidiaries ("Giant Arizona"), is
engaged in the refining and marketing of petroleum products in New Mexico,
Arizona, Colorado and Utah, with a concentration in the Four Corners area
where these states adjoin. In addition, Phoenix Fuel Co., Inc. ("Phoenix
Fuel"), a wholly-owned subsidiary of Giant Arizona, operates an
industrial/commercial petroleum fuels and lubricants distribution operation.

DESCRIPTION OF BUSINESS

     The Company operates primarily as an independent refiner and marketer of
petroleum products. The Company's principal business is the refining of crude
oil into petroleum products which are sold through branded retail outlets as
well as through distributors, industrial/commercial accounts and major oil
companies. The Company has two operating refineries in New Mexico. The Ciniza
refinery, with a crude oil throughput capacity of 20,800 barrels per day
("bpd") and a total capacity including natural gas liquids of 26,000 bpd, is
located near Gallup, New Mexico. The Bloomfield refinery, with a crude oil
throughput capacity of 16,000 bpd and a total capacity including natural gas
liquids of 16,600 bpd, is located in Bloomfield, New Mexico.

     At December 31, 2000, the Company owned and/or operated 179 retail
service station/convenience stores and a travel center. These operations sell
various grades of gasoline, diesel fuel, general merchandise and food
products to the general public.

     In addition, through Phoenix Fuel, the largest independent petroleum
products distributor in the state of Arizona, the Company distributes
gasoline, diesel fuel and various lubricants to industrial and commercial
accounts.

     (See Note 2 for a further discussion of business segments and Note 3 for
recent acquisitions and dispositions.)

PRINCIPLES OF CONSOLIDATION

     The consolidated financial statements include the accounts of Giant and
all of its subsidiaries. All significant intercompany accounts and
transactions have been eliminated.

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

     The preparation of the Company's consolidated financial statements, in
conformity with accounting principles generally accepted in the United States
of America, requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements,
and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.

NET REVENUES

     Revenues are recognized from sales when product ownership is transferred
to the customer. Excise and other similar taxes are excluded from net
revenues.

STATEMENTS OF CASH FLOWS

     All highly liquid instruments with an original maturity of three months
or less are considered to be cash equivalents.

DERIVATIVES

     The Company periodically enters into futures or option contracts to
hedge its exposure to price fluctuations on crude oil and refined products.
Gains and losses on hedge contracts are deferred and reported as a component
of the related transaction. For purposes of the Statement of Cash Flows,
hedging transactions are considered to be operating activities.

     The Company from time to time speculates in the purchasing and selling
of crude oil and finished products and may enter into futures, options and
wet barrel contracts to speculate on price fluctuations in these commodities.
These activities are transacted in accordance with policies established by
the Company, which set limits on quantities, requires various levels of
approval and requires certain review and reporting procedures. Gains and
losses on all speculative transactions are reflected in earnings in the
period that they occur. See the discussion of New Accounting Pronouncements
below.

CONCENTRATION OF CREDIT RISK

     Credit risk with respect to customer receivables is concentrated in the
geographic area in which the Company operates and relates primarily to
customers in the oil and gas industry. To minimize this risk, the Company
performs ongoing credit evaluations of its customers' financial position and
requires collateral, such as letters of credit, in certain circumstances.

INVENTORIES

     Inventories are stated at the lower of cost or market. Costs for crude
oil and refined products produced by the refineries, and the lubricants and
other merchandise of Phoenix Fuel, are determined by the last-in, first-out
("LIFO") method. Costs for retail, exchange and terminal refined products and
shop supplies are determined by the first-in, first-out ("FIFO") method.
Costs for merchandise inventories at retail locations are determined by the
retail inventory method.

PROPERTY, PLANT AND EQUIPMENT

     Property, plant and equipment are stated at cost and are depreciated on
the straight-line method over their respective estimated useful lives.

     The estimated useful lives for the various categories of property, plant
and equipment are:

               Buildings and improvements      7-30 years
               Machinery and equipment         7-24 years
               Pipelines                         30 years
               Furniture and fixtures          2-15 years
               Vehicles                         3-7 years

     Routine maintenance, repairs and replacement costs are charged against
earnings as incurred. Turnaround costs, which consist of complete shutdown
and inspection of significant units of the refineries at intervals of two or
more years for necessary repairs and replacements, are deferred and amortized
over the period until the next expected shutdown, which generally ranges from
24 to 48 months depending on the type of shutdown and the unit involved.
Expenditures which materially increase values, expand capacities or extend
useful lives are capitalized. Interest expense is capitalized as part of the
cost of constructing major facilities and equipment.

GOODWILL

     Goodwill, which results from business acquisitions, represents the
excess of the purchase price over the fair value of the net assets acquired
and is carried at cost less accumulated amortization. Goodwill is amortized
on the straight-line method over the period of expected benefit ranging from
15 to 30 years.

LONG-LIVED ASSETS

     In accordance with Statement of Financial Accounting Standards ("SFAS")
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to Be Disposed Of", issued by the Financial Accounting Standards
Board ("FASB"), the Company reviews the carrying values of its long-lived
assets and identifiable intangibles for possible impairment whenever events
or changes in circumstances indicate that the carrying amount of assets to be
held and used may not be recoverable. For assets to be disposed of, the
Company reports long-lived assets and certain identifiable intangibles at the
lower of carrying amount or fair value less cost to sell.

TREASURY STOCK

     The Company's Board of Directors has authorized the repurchase of up to
2,500,000 shares of the Company's common stock. These purchases may be made
from time to time as conditions permit. Shares may be repurchased through
privately-negotiated transactions, block share purchases and open market
transactions. Through the end of 2000, the Company had repurchased 2,165,266
shares under this program at a cost of approximately $22,042,000. These
shares are being treated as treasury shares. In addition, the Company
purchased 1,169,414 shares of its common stock, as treasury shares, for $9.00
per share, net to the seller, through a Schedule 13E-4 Issuer Tender Offer
completed on February 8, 2000.

ENVIRONMENTAL EXPENDITURES

     Environmental expenditures that relate to current operations are
expensed or capitalized as appropriate. Expenditures that relate to an
existing condition caused by past operations, and which do not contribute to
current or future revenue generation, are expensed. Liabilities are recorded
when environmental assessments and/or remedial efforts are probable and the
costs can be reasonably estimated. Environmental liabilities are not
discounted to their present value and are recorded without consideration of
potential recoveries from third parties. Subsequent adjustments to estimates,
which may be significant, may be made as more information becomes available
or as circumstances change (See Note 15).

INCOME TAXES

     The provision for income taxes is based on earnings (loss) reported in
the financial statements. Deferred income taxes are provided to reflect
temporary differences between the basis of assets and liabilities for
financial reporting purposes and income tax purposes, as well as the effects
of tax credits.

EARNINGS (LOSS) PER COMMON SHARE

     Earnings (loss) per share are calculated in accordance with SFAS No.
128, "Earnings Per Share." Basic earnings (loss) per common share is computed
by dividing consolidated net earnings (loss) by the weighted average number
of shares of common stock outstanding during each period. Earnings (loss) per
common share assuming dilution is computed by dividing consolidated net
earnings (loss) by the sum of the weighted average number of shares of common
stock outstanding plus additional shares representing the exercise of
outstanding common stock options using the treasury stock method, unless such
calculation is antidilutive. (See Note 4.)

NEW ACCOUNTING PRONOUNCEMENTS

     In June 1998, FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which was originally to be effective for
the Company's financial statements as of January 1, 2000. In June 1999, the
FASB issued SFAS No. 137, "Accounting for Derivative Instruments and Hedging
Activities - Deferral of Effective Date of FASB Statement No. 133." SFAS No.
137 deferred the effective date of SFAS No. 133 by one year in order to give
companies more time to study, understand and implement the provisions of SFAS
No. 133 and to complete information system modifications. In June 2000, the
FASB issued SFAS No. 138 "Accounting for Certain Derivative Instruments and
Certain Hedging Activities, an amendment to SFAS No. 133." SFAS No. 138
expands and clarifies certain provisions of SFAS No. 133 and was adopted by
the Company concurrently with SFAS No. 133 on January 1, 2001.

     SFAS No. 133, as amended, establishes accounting and reporting standards
for derivative instruments, including certain derivative instruments embedded
in other contracts, and for hedging activities. It requires that entities
record all derivatives as either assets or liabilities, measured at fair
value, with any change in fair value recognized in earnings or in other
comprehensive income, depending on the use of the derivative and whether it
qualifies for hedge accounting. If certain conditions are met, a derivative
may be specifically designated as a (i) hedge of the exposure to changes in
the fair value of a recognized asset or liability or an unrecognized firm
commitment, (ii) hedge of the exposure to variable cash flows of a forecasted
transaction, or (iii) hedge of the foreign currency exposure of a net
investment in a foreign operation, an unrecognized firm commitment, an
available-for-sale security, or a foreign-currency-denominated forecasted
transaction.

     Under SFAS No. 133, an entity that elects to apply hedge accounting is
required to establish at the inception of the hedge the method it will use
for assessing the effectiveness of the hedging derivative and the measurement
approach for determining the ineffective aspect of the hedge. Those methods
must be consistent with the entity's approach to managing risk.

     The Company has performed a contract review and except as described
below, believes these contracts do not qualify as derivatives or contain
embedded derivatives as defined in SFAS No. 133, as amended by SFAS No. 138.
Accordingly there will be no earnings effect upon adoption January 1, 2001.

     As of December 31, 2000, the Company had open put option and futures
contracts for the purchase or sale of 285,000 barrels of heating oil or crude
oil. These open put option and futures contracts relate to specific
speculative strategies entered into with the expectation of profiting from
favorable price movements. These contracts are marked-to-market monthly and
any gains or losses recorded in cost of sales. At December 31, 2000, a net
loss of approximately $275,000 had been recorded relating to these contracts.

     In addition, at December 31, 2000, the Company had entered into a
contract for the purchase of 25,000 barrels of CARB Phase II unleaded regular
gasoline for delivery in January 2001 in Los Angeles. This contract is part
of the Company's speculative wet barrel trading activities, and would be
considered a derivative instrument under SFAS No. 133, as amended by SFAS No.
138. This contract was marked-to-market at December 31, 2000 and a gain of
approximately $73,500 was recorded in cost of sales.

     At December 31, 2000, the Company had no hedging strategies in place as
defined in SFAS No. 133, as amended by SFAS No. 138.

RECLASSIFICATIONS

     Certain reclassifications have been made to prior years' consolidated
financial statements to conform to classifications used in the current year.
These reclassifications had no effect on reported earnings or stockholders'
equity.


<PAGE>
NOTE 2-BUSINESS SEGMENTS:

     The Company is organized into three operating segments based on
manufacturing and marketing criteria. These segments are the Refining Group,
the Retail Group and Phoenix Fuel. A description of each segment and
principal products and operations are as follows:

     - Refining Group: The Refining Group consists of the Company's two
refineries, its fleet of crude oil and finished product truck transports, its
crude oil pipeline gathering operations, and its finished product terminaling
operations. The Company's two refineries manufacture various grades of
gasoline, diesel fuel, jet fuel and other products from crude oil, other
feedstocks and blending components. In addition, finished products are
acquired through exchange agreements, from third party suppliers and from
Phoenix Fuel. These products are sold through Company-operated retail
facilities, independent wholesalers and retailers, industrial/commercial
accounts, and sales and exchanges with major oil companies. Crude oil, other
feedstocks and blending components are purchased from third party suppliers.

     - Retail Group: The Retail Group consists of service station/convenience
stores and one travel center. These operations sell various grades of
gasoline, diesel fuel, general merchandise and food products to the general
public through retail locations. The petroleum fuels sold by the Retail Group
are supplied by the Refining Group or Phoenix Fuel. General merchandise and
food products are obtained from third party suppliers.

     - Phoenix Fuel: Phoenix Fuel is an industrial/commercial petroleum fuels
and lubricants distribution operation, which includes a number of bulk
distribution plants, an unattended fleet fueling ("cardlock") operation and a
fleet of finished product truck transports. The petroleum fuels and
lubricants sold are primarily obtained from third party suppliers and to a
lesser extent from the Refining Group.

     Operations that are not included in any of the three segments are
included in the category "Other" and consist primarily of corporate staff
operations, including selling, general and administrative expenses of
$16,874,000, $20,278,000, and $18,582,000 for 2000, 1999 and 1998,
respectively.

     Operating income for each segment consists of net revenues less cost of
products sold, operating expenses, depreciation and amortization and the
segment's selling, general and administrative expenses. The sales between
segments are made at market prices. Cost of products sold reflects current
costs adjusted, where appropriate, for LIFO and lower of cost or market
inventory adjustments.

     The total assets of each segment consist primarily of net property,
plant and equipment, inventories, accounts receivable and other assets
directly associated with the segment's operations. Included in the total
assets of the corporate staff operations are a majority of the Company's cash
and cash equivalents, various accounts receivable, net property, plant and
equipment and other long-term assets.


<PAGE>
     Disclosures regarding the Company's reportable segments with
reconciliations to consolidated totals are presented below.

<TABLE>
<CAPTION>
                               As of and for the Year Ended December 31, 2000    (In thousands)
----------------------------------------------------------------------------------------------
                               Refining   Retail   Phoenix           Reconciling
                                Group     Group      Fuel     Other     Items     Consolidated
----------------------------------------------------------------------------------------------
<S>                            <C>       <C>       <C>       <C>       <C>          <C>
Customer net revenues          $289,684  $421,339  $362,972  $    367  $       -    $1,074,362
Intersegment net revenues       228,488         -    80,252         -   (308,740)            -
----------------------------------------------------------------------------------------------
Total net revenues             $518,172  $421,339  $443,224  $    367  $(308,740)   $1,074,362
----------------------------------------------------------------------------------------------
Operating income (loss)        $ 45,790  $     31  $  7,275  $(19,337) $       -    $   33,759
Interest expense                                                                       (24,411)
Interest income                                                                          1,989
----------------------------------------------------------------------------------------------
Earnings before income taxes                                                        $   11,337
----------------------------------------------------------------------------------------------
Depreciation and amortization  $ 17,138  $ 11,528  $  2,554  $  2,359  $       -    $   33,579
Total assets                   $244,947  $148,992  $ 82,084  $ 52,542  $       -    $  528,565
Capital expenditures           $  6,850  $ 13,470  $  1,413  $    722  $       -    $   22,455
</TABLE>

<TABLE>
<CAPTION>
                               As of and for the Year Ended December 31, 1999    (In thousands)
----------------------------------------------------------------------------------------------
                               Refining   Retail   Phoenix           Reconciling
                                Group     Group      Fuel     Other     Items     Consolidated
----------------------------------------------------------------------------------------------
<S>                            <C>       <C>       <C>       <C>       <C>          <C>
Customer net revenues          $190,540  $338,565  $252,901  $    677  $       -    $  782,683
Intersegment net revenues       197,760         -    19,784         -   (217,544)            -
----------------------------------------------------------------------------------------------
Total net revenues             $388,300  $338,565  $272,685  $    677  $(217,544)   $  782,683
----------------------------------------------------------------------------------------------
Operating income (loss)        $ 51,323  $  3,790  $  8,549  $(23,878) $  (2,387)   $   37,397
Interest expense                                                                       (23,417)
Interest income                                                                          2,476
----------------------------------------------------------------------------------------------
Earnings before income taxes                                                        $   16,456
----------------------------------------------------------------------------------------------
Depreciation and amortization  $ 15,615  $  9,270  $  2,273  $  3,971  $       -    $   31,129
Total assets                   $252,356  $146,110  $ 79,731  $ 68,602  $       -    $  546,799
Capital expenditures           $  8,419  $ 33,235  $  1,984  $  2,723  $       -    $   46,361
</TABLE>

<TABLE>
<CAPTION>
                               As of and for the Year Ended December 31, 1998    (In thousands)
-----------------------------------------------------------------------------------------------
                               Refining   Retail   Phoenix           Reconciling
                                Group     Group      Fuel     Other     Items     Consolidated
----------------------------------------------------------------------------------------------
<S>                            <C>       <C>       <C>       <C>       <C>          <C>
Customer net revenues          $181,033  $271,775  $189,168  $    528  $       -    $  642,504
Intersegment net revenues       131,599     1,876     7,343         -   (140,818)            -
----------------------------------------------------------------------------------------------
Total net revenues             $312,632  $273,651  $196,511  $    528  $(140,818)   $  642,504
----------------------------------------------------------------------------------------------
Operating income (loss)        $ 24,995  $ 11,774  $  4,780  $(21,642) $       -    $   19,907
Interest expense                                                                       (25,464)
Interest income                                                                          1,831
----------------------------------------------------------------------------------------------
Loss before income taxes                                                            $   (3,726)
----------------------------------------------------------------------------------------------
Depreciation and amortization  $ 14,305  $  9,298  $  1,976  $  3,587  $       -    $   29,166
Total assets                   $241,898  $123,086  $ 64,315  $ 98,115  $       -    $  527,414
Capital expenditures           $ 40,763  $ 16,325  $  2,180  $    934  $       -    $   60,202
</TABLE>


<PAGE>
NOTE 3-ACQUISITIONS AND DISPOSITIONS:

     In December 1998, the Company and FFCA Capital Holding Corporation
("FFCA") completed a sale-leaseback transaction. Under the terms of the Sale
and Lease Agreement (the "Agreement"), FFCA purchased 83 service
station/convenience stores from the Company for approximately $51,800,000.
The Company in turn leased the 83 service station/convenience stores back
from FFCA under an operating lease arrangement with an initial term of 15
years and three separate options to continue the lease for successive periods
of five years. In the second half of 1999, the Company reacquired 24 of the
service station/convenience stores for approximately $13,711,000, which was
the original selling price of these properties. The original total base rent
payments under the FFCA sale-leaseback transaction, which included scheduled
increases of six percent on the second anniversary of the Agreement and every
second anniversary thereafter, on a compounded basis, during the initial
lease term and any extension thereof, have been adjusted downward to reflect
the repurchase of the 24 service station/convenience stores. The total amount
of the remaining base rent payments at December 31, 2000 of approximately
$60,442,000 is being charged to expense on the straight-line method over the
remaining 13-year term of the lease at the rate of approximately $4,524,000
per year. At December 31, 2000 and 1999, the Company had recorded a deferred
credit of approximately $1,628,000 and $837,000, respectively, to reflect the
excess of rent expense over cash payments made. This deferred credit is
included in "Other Liabilities and Deferred Income" in the Company's
Consolidated Balance Sheet at December 31, 2000 and 1999. The Company has a
right of first refusal to acquire the leased assets upon an offer to purchase
the assets by a third party. Net proceeds to the Company from the original
1998 sale-leaseback transaction, after expenses, were approximately
$50,124,000. The Company had recorded a gain of approximately $5,650,000 on
the original transaction, which was deferred and was being amortized over the
initial lease period of 15 years. As a result of the reacquisition, the
reacquired assets were recorded at $9,209,000, which approximated the net
book value of the assets at the time of the original sale, and the deferred
gain was reduced by approximately $4,502,000. The remaining gain will be
amortized over the remaining lease period of 13 years. The deferred gain is
reflected in "Other Liabilities and Deferred Income" in the Company's
Consolidated Balance Sheets at December 31, 2000 and 1999.

     In accordance with the Indentures supporting the Company's $150,000,000
of 9% senior subordinated notes (the "9% Notes") and $100,000,000 of 9 3/4%
senior subordinated notes (the "9 3/4% Notes", and collectively with the 9%
Notes, the "Notes"), the Company was required to use the net proceeds from
the FFCA sale-leaseback transaction described above, less $10,000,000, to
either make a permanent reduction in senior indebtedness (as defined in the
respective Indentures), or make an investment in capital assets used in the
Company's principal business (as defined in the respective Indentures) before
certain time periods expired. Prior to the expiration dates, the Company used
a sufficient portion of the net proceeds from the FFCA transaction to invest
in capital assets and to reduce senior indebtedness and is not required to
offer to repurchase the Notes.

     In April 1998, the Board of Directors of the Company approved an
Agreement and Plan of Merger (the "Merger Agreement") whereby Holly
Corporation ("Holly") would be merged with and into Giant (the "Merger"). The
Merger was subject to various conditions stated in the Merger Agreement. On
September 1, 1998, Giant and Holly mutually agreed to terminate the proposed
Merger after considering various factors, including the inability of the
companies to reach a satisfactory resolution of concerns expressed by the
Federal Trade Commission relative to the possible impact of the Merger on
portions of the market served by the companies and uncertainty caused by a
lawsuit filed against Holly by Longhorn Partners Pipeline, L.P. For the year
ended December 31, 1998, the Company wrote off approximately $1,355,000 of
costs incurred in connection with the proposed Merger. These costs were
primarily for fees paid to investment bankers, attorneys, accountants and
regulatory agencies, and printing and distribution costs related to documents
delivered to shareholders.

     In October 1995, the Company completed the purchase of the Bloomfield
refinery along with related pipeline and transportation assets for
$55,000,000 from Gary-Williams Energy Co. and its wholly-owned subsidiary,
Bloomfield Refining Company ("BRC"). The purchase agreement provided for
potential contingent payments to be made to BRC over approximately six years
from the acquisition date of approximately $35,000,000, not to exceed a net
present value of $25,000,000 as of October 1995, should certain criteria be
met. These contingent payments are considered to be additional purchase price
and are allocated to the assets acquired in the same proportions as the
original purchase price was allocated, not to exceed the estimated current
replacement cost, and amortized over the estimated remaining life of the
assets. For 2000, the Company accrued $5,200,000 in accordance with the
purchase agreement relating to 2000 operations. This amount will be paid in
2001 and represents the final amount due under the purchase agreement. For
1999, the Company paid approximately $5,250,000 and had accrued an additional
$5,442,000 at December 31, 1999, relating to 1999 operations. At December 31,
1998 the Company had accrued $2,039,000 relating to 1998 operations. In
addition, the Company accrued $2,250,000 in 1996 relating to certain
environmental obligations assumed in the purchase, which amount was also
considered to be additional purchase price.


<PAGE>
NOTE 4-EARNINGS PER SHARE:

     The following is a reconciliation of the numerators and denominators of
the basic and diluted per share computations for earnings (loss) as required
by SFAS No. 128:

<TABLE>
<CAPTION>
                                                                      Year Ended December 31,
-----------------------------------------------------------------------------------------------------------------------------------
                                            2000                               1999                               1998
-----------------------------------------------------------------------------------------------------------------------------------
                                                       Per                                 Per                                 Per
                              Earnings     Shares     Share    Earnings        Shares     Share       Loss         Shares     Share
                            (Numerator) (Denominator) Amount  (Numerator)  (Denominator)  Amount   (Numerator) (Denominator)  Amount
-----------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>          <C>          <C>     <C>           <C>          <C>      <C>           <C>          <C>
Earnings (loss) per common
  share - basic:
  Earnings (loss)           $7,289,000   9,214,470    $0.79   $10,778,000   10,678,773   $1.01    $(2,217,000)  10,950,991   $(0.20)
  Effect of dilutive
    stock options                            8,950                              40,084                                   *
-----------------------------------------------------------------------------------------------------------------------------------
Earnings (loss) per common
  share - assuming dilution:
  Earnings (loss)           $7,289,000   9,223,420    $0.79   $10,778,000   10,718,857   $1.01    $(2,217,000)  10,950,991   $(0.20)
===================================================================================================================================
*The additional shares would be antidilutive due to the net loss.
</TABLE>

     There were no transactions subsequent to December 31, 2000, that if the
transactions had occurred before December 31, 2000, would materially change
the number of common shares or potential common shares outstanding as of
December 31, 2000.



<PAGE>
NOTE 5-RELATED PARTY TRANSACTIONS:

     During the year ended December 31, 1998, the Company loaned $4,000,000
to its Chairman and Chief Executive Officer ("CCEO"), which was increased to
$5,000,000 later in the year. The loan was originally evidenced by an
unsecured promissory note bearing interest at prime plus 2% on $4,000,000
from September 17, 1998 through December 22, 1998, and prime plus 3% on
$5,000,000 thereafter. An initial interest payment was made on February 28,
1999 for interest due through December 31, 1998. Subsequent interest was due
and payable semi-annually on June 30 and December 31 of each year until
February 28, 2001, at which time all outstanding principal and interest was
due and payable.

     On March 1, 2000, the terms of the loan were revised so that all
principal and interest, including interest that would otherwise have been
payable at December 31, 1999, was due and payable on February 28, 2001, and
the loan became secured by a pledge, by an entity owned by the CCEO (the
"LLC"), of a 49% equity interest in an entity that owns certain real property
in north Scottsdale, Arizona (the "Real Property"). On February 28, 2001, the
Company's Board of Directors approved a further modification of the terms of
the loan, extending the loan's maturity date to March 28, 2001 in recognition
of the fact that the Company's purchase of the Jomax Property discussed below
had not closed. On March 21, 2001, the Board approved an additional two-year
extension of the loan's maturity date, making all principal and interest due
and payable on March 28, 2003. This extension was conditioned upon, among
other things, the CCEO's payment of all interest due and payable through
March 28, 2001. In return for the extension of the loan, the CCEO provided
additional security for the loan by pledging all of his equity interest in
the LLC.

     The Company is aware of prior liens on the Real Property, as well as on
certain of the collateral pledged to the Company, that relate to loans
entered into by the LLC. Although the Company currently believes the pledges
securing the loan will enable the Company to recover the amounts due and
owing from the CCEO under the terms of the loan, should the LLC not continue
to service the first lien holder debt when due or should other adverse
circumstances arise, a reduction of the ultimate amounts collectable could
result.

     As of December 31, 2000 and 1999, accrued interest outstanding under the
loan was $809,892 and $270,939, respectively.

     The loan and associated accrued interest is included in "Other Assets"
in the Company's Consolidated Balance Sheets at December 31, 2000 and 1999.

     On January 25, 2001, the Board accepted an offer from the CCEO, on
behalf of a trust of which the CCEO is the beneficiary, to sell a parcel of
land (the "Jomax Property") to the Company, or to a company affiliated with
the Company, for the lesser of $5,000,000 or the Jomax Property's appraised
value. The Jomax Property was subsequently sold to the Company for
$5,000,000. A portion of the proceeds from the sale were used by the CCEO to
pay all interest due and payable on March 28, 2001 under the terms of the
Company's outstanding loan to the CCEO, which is described above. The trust
has an option, exercisable for a period of two years, to repurchase the
property at the greater of the amount paid by the Company to purchase the
property and the property's appraised value. The trust also has a right of
first refusal, exercisable for a period of two years, to repurchase the
property on the same terms as contained in a bona fide offer from a bona fide
purchaser. This right must be exercised by the trust within three business
days after receipt of written notice of the offer from the Company.

     During 2000, the Company repurchased 129,466 shares of its common stock
under its stock repurchase program from its CCEO for approximately $897,000
or $6.93 per share, which was the approximate average of the low price of the
Company's common stock on the dates of the Board of Directors resolutions
authorizing the transactions. All of the repurchased shares are treated as
treasury shares. In addition, the Company's Board of Directors authorized the
purchase of artwork from the CCEO for display at the Company's headquarters
building. The artwork was purchased at its appraised value of approximately
$450,000. A substantial portion of the artwork had been displayed in the
Company's corporate office for up to ten years without charge to the Company.
The Company is in the process of purchasing additional artwork from its CCEO
for display in the corporate headquarters building. The proceeds of that
transaction will be used by the CCEO to pay balances due on certain amounts
owed to Giant Arizona by the CCEO and by entities controlled by the CCEO. The
artwork will be purchased at its appraised value, which the Company
anticipates will be approximately $165,000.

     During 1999, the Company repurchased 440,000 shares of its common stock
under its stock repurchase program from its CCEO for $4,950,000 or $11.25 per
share. The per share price paid for the shares was at a discount to the then
current fair market value. The repurchased shares are treated as treasury
shares.

     All of the foregoing transactions were reviewed and approved by the
Company's Board of Directors.


<PAGE>
NOTE 6-INVENTORIES:

Inventories consist of the following:
<TABLE>
<CAPTION>

                                                             DECEMBER 31,
----------------------------------------------------------------------------
(IN THOUSANDS)                                            2000        1999
----------------------------------------------------------------------------
<S>                                                     <C>         <C>
First-in, first-out ("FIFO") method:
  Crude oil                                             $17,420     $11,550
  Refined products                                       24,679      26,632
  Refinery and shop supplies                             10,829      10,502
  Merchandise                                             3,882       4,897
Retail method:
  Merchandise                                             8,737       8,809
----------------------------------------------------------------------------
    Subtotal                                             65,547      62,390
Adjustment for last-in, first-out ("LIFO") method        (8,940)     (4,150)
----------------------------------------------------------------------------
    Total                                               $56,607     $58,240
============================================================================
</TABLE>

     The portion of inventories valued on a LIFO basis totaled $28,319,000
and $32,435,000 at December 31, 2000 and 1999, respectively. The data in the
following paragraph will facilitate comparison with the operating results of
companies using the FIFO method of inventory valuation.

     If inventories had been determined using the FIFO method at December 31,
2000, 1999 and 1998, net earnings and diluted earnings per share for the
years ended December 31, 2000, 1999 and 1998 would have been higher (lower)
by $2,935,000 and $0.32, $4,408,000 and $0.41, and $(1,205,000) and $(0.11),
respectively.

     For the year 2000, certain lower cost Phoenix Fuel LIFO inventory layers
were liquidated resulting in an increase in 2000 earnings of approximately
$1,042,000 or $0.11 per share.

     For the year 1999, certain higher cost refinery LIFO inventory layers
were liquidated resulting in a reduction of 1999 earnings of approximately
$1,531,000 or $0.14 per share.


<PAGE>
NOTE 7-PROPERTY, PLANT AND EQUIPMENT:

Property, plant and equipment, at cost, consist of the following:

<TABLE>
<CAPTION>
                                                             DECEMBER 31,
----------------------------------------------------------------------------
(IN THOUSANDS)                                            2000         1999
----------------------------------------------------------------------------
<S>                                                    <C>         <C>
Land and improvements                                  $  31,681   $  30,722
Buildings and improvements                               123,941     113,469
Machinery and equipment                                  291,250     271,045
Pipelines                                                 10,761      10,195
Furniture and fixtures                                    25,822      25,577
Vehicles                                                   8,503       8,774
Construction in progress                                  16,426      25,399
----------------------------------------------------------------------------
  Subtotal                                               508,384     485,181
Accumulated depreciation and amortization               (192,234)   (161,983)
----------------------------------------------------------------------------
  Total                                                $ 316,150   $ 323,198
============================================================================
</TABLE

<PAGE>
NOTE 8-ACCRUED EXPENSES:

Accrued expenses are comprised of the following:


</TABLE>
<TABLE>
<CAPTION>
                                                             DECEMBER 31,
----------------------------------------------------------------------------
(IN THOUSANDS)                                            2000         1999
----------------------------------------------------------------------------
<S>                                                      <C>         <C>
Excise taxes                                             $13,787     $16,452
Bloomfield refinery acquisition contingent payment         5,200       5,442
Payroll and related costs                                  7,320       6,446
Bonus, profit sharing and retirement plans                 3,162       4,867
Interest                                                   5,719       5,704
Other                                                      8,828       6,547
----------------------------------------------------------------------------
  Total                                                  $44,016     $45,458
============================================================================
</TABLE>

<PAGE>
NOTE 9-LONG-TERM DEBT:

Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                                             DECEMBER 31,
----------------------------------------------------------------------------
(IN THOUSANDS)                                            2000        1999
----------------------------------------------------------------------------
<S>                                                     <C>         <C>
9% senior subordinated notes, due 2007,
  interest payable semi-annually                        $150,000    $150,000
9 3/4% senior subordinated notes, due 2003,
  interest payable semi-annually                         100,000     100,000
Capital lease obligations, 11.3%, due through
  2007, interest payable monthly                           7,917       8,073
Other                                                        305         496
----------------------------------------------------------------------------
   Subtotal                                              258,222     258,569
Less current portion                                        (213)       (297)
----------------------------------------------------------------------------
Total                                                   $258,009    $258,272
============================================================================
</TABLE>

     Repayment of the Notes is jointly and severally guaranteed on an
unconditional basis by the Company's direct and indirect wholly-owned
subsidiaries, subject to a limitation designed to ensure that such guarantees
do not constitute a fraudulent conveyance. Except as otherwise allowed in the
Indentures pursuant to which the Notes were issued, there are no restrictions
on the ability of such subsidiaries to transfer funds to the Company in the
form of cash dividends, loans or advances. General provisions of applicable
state law, however, may limit the ability of any subsidiary to pay dividends
or make distributions to the Company in certain circumstances.

     Separate financial statements of the Company's subsidiaries are not
included herein because the aggregate assets, liabilities, earnings and
equity of the subsidiaries are substantially equivalent to the assets,
liabilities, earnings and equity of the Company on a consolidated basis; the
subsidiaries are jointly and severally liable for repayment of the Notes; and
the separate financial statements and other disclosures concerning the
subsidiaries are not deemed material to investors.

     The Indentures supporting the Notes contain restrictive covenants that,
among other things, restrict the ability of the Company and its subsidiaries
to create liens, to incur or guarantee debt, to pay dividends, to repurchase
shares of the Company's common stock, to sell certain assets or subsidiary
stock, to engage in certain mergers, to engage in certain transactions with
affiliates or to alter the Company's current line of business. In addition,
subject to certain conditions, the Company is obligated to offer to purchase
a portion of the Notes at a price equal to 100% of the principal amount
thereof, plus accrued and unpaid interest, if any, to the date of purchase,
with the net cash proceeds of certain sales or other dispositions of assets.
Upon a change of control, the Company would be required to offer to purchase
all of the Notes at 101% of the principal amount thereof, plus accrued
interest, if any, to the date of purchase. At December 31, 2000, retained
earnings available for dividends under the most restrictive terms of the
Indentures were approximately $2,900,000. At December 31, 2000, the Company
was in compliance with the restrictive covenants relating to the Notes.

     On December 23, 1998, the Company entered into a $65,000,000 secured
Credit Agreement (the "Credit Agreement") that expires December 23, 2001,
with Bank of America National Trust and Savings Association, Union Bank of
California, N.A. and Bank One, Arizona, N.A. This Credit Agreement, a
revolving loan agreement, is primarily a working capital and letter of credit
facility and is secured by eligible accounts receivable and inventories as
defined in the Credit Agreement. The Credit Agreement allows the Company to
borrow up to $9,000,000 to exercise its purchase rights in connection with
certain service station/convenience stores that are currently subject to
capital lease obligations, and up to $10,000,000 for other acquisitions as
defined in the Credit Agreement. The availability of funds under this
facility is the lesser of (i) $65,000,000, or (ii) the amount determined
under a borrowing base calculation tied to the eligible accounts receivable
and inventories. At December 31, 2000, the availability of funds under the
Credit Agreement was $65,000,000. There were no direct borrowings outstanding
under this facility at December 31, 2000, and there were approximately
$2,347,000 of irrevocable letters of credit outstanding, primarily to secure
purchases of raw materials.

     The interest rate applicable to the Credit Agreement is tied to various
short-term indices. At December 31, 2000, this rate was approximately 7 1/4%
per annum. The Company is required to pay a quarterly commitment fee ranging
from 0.325% to 0.500% per annum of the unused amount of the facility. The
exact rate depends on meeting certain conditions in the Credit Agreement.

     The Credit Agreement contains certain restrictive covenants which
require the Company to, among other things, maintain a minimum consolidated
net worth, a minimum interest coverage ratio, and a maximum capitalization
ratio. It also places limits on investments, dispositions of assets,
prepayments of senior subordinated debt, guarantees, liens and restricted
payments. At December 31, 2000, the Company was in compliance with the Credit
Agreement's restrictive covenants. The Credit Agreement is guaranteed by
certain of the Company's direct and indirect wholly-owned subsidiaries.

     The Company is currently in discussions with a group of banks to replace
the current secured Credit Agreement.

     In 1997, as part of the acquisition of certain service
station/convenience stores, the Company leased 64 service station/convenience
stores for a period of 10 years with options to purchase the assets during
the ten-year period for approximately $22,904,000. During 1998, the Company
purchased 54 of these retail service station/convenience stores for
approximately $14,669,000 and one additional store was purchased in 1999 for
$162,000 and one in 2000 for $156,000. The remaining eight stores continue to
be leased under the original terms and the Company intends to purchase them
pursuant to options to purchase during the remaining lease period for
approximately $7,917,000, of which $2,000,000 has been paid in advance and is
recorded in "Other Assets" in the Company's Consolidated Balance Sheet. The
remaining lease obligations of $7,917,000 are being accounted for as capital
leases and require annual lease payments of approximately $895,000, all of
which are recorded as interest expense. Assets associated with these lease
obligations of approximately $8,443,000 are included in property, plant and
equipment. Accumulated depreciation as of December 31, 2000 of approximately
$2,612,000 is related to these assets. Assets of $643,000, primarily liquor
licenses, are included in other assets.

     Aggregate annual maturities of long-term debt as of December 31, 2000
are: 2001 - $213,000; 2002 - $45,000; 2003 - $100,030,000; 2004 - $17,000;
2005 - $0; and all years thereafter - $157,917,000.


<PAGE>
NOTE 10-FINANCIAL INSTRUMENTS AND HEDGING ACTIVITY:

     The following disclosure of the estimated fair value of financial
instruments is made in accordance with the requirements of SFAS No. 107,
"Disclosures about Fair Value of Financial Instruments" and SFAS No. 119,
"Disclosures about Derivative Financial Instruments and Fair Value of
Financial Instruments." The estimated fair value amounts have been determined
by the Company using available market information and valuation methodologies
described below. Considerable judgment is required, however, in interpreting
market data to develop the estimates of fair value. Accordingly, the
estimates presented herein may not be indicative of the amounts that the
Company could realize in a current market exchange. The use of different
market assumptions or valuation methodologies may have a material effect on
the estimated fair value amounts.

     The carrying amounts and estimated fair values of the Company's
financial instruments are as follows:

<TABLE>
<CAPTION>
                                                  DECEMBER 31,
---------------------------------------------------------------------------
(IN THOUSANDS)                          2000                   1999
---------------------------------------------------------------------------
                                CARRYING  ESTIMATED    CARRYING  ESTIMATED
                                 AMOUNT   FAIR VALUE    AMOUNT   FAIR VALUE
---------------------------------------------------------------------------
<S>                             <C>        <C>         <C>        <C>
Balance Sheet - Financial
  Instruments:
    Fixed rate long-term debt   $250,305   $229,256    $250,496   $236,686
</TABLE>

     The fair value of fixed rate long-term debt was determined using quoted
market prices, where applicable, or estimated by discounting future cash
flows using rates estimated to be currently available for debt of similar
terms and remaining maturities.

     The carrying values of cash and cash equivalents, receivables, accounts
payable and accrued expenses approximate fair values due to the short-term
maturities of these instruments. Variable rate long-term debt instruments are
estimated to approximate fair values as rates are tied to short-term indices.

     The Company also has a long-term note receivable with a related party
which, due to its terms and interest rate, has a carrying value that
approximates fair value.

HEDGING ACTIVITIES

     From time to time, the Company enters into futures and options contracts
to reduce price volatility, to fix margins in its refining and marketing
operations and to protect against price declines for inventory volumes. These
contracts permit settlement by delivery of commodities and, therefore, are
not financial instruments as defined by SFAS No. 105. The Company uses these
contracts in its hedging activities.

     At December 31, 2000, the Company had no hedging transactions in place.
At December 31, 1999, the Company's hedging activities had futures contracts
maturing in 2000 covering 50,000 barrels of heating oil and 38,000 barrels of
crude oil. The crude oil futures contracts qualified as hedges and the gains
or losses resulting from market changes were substantially offset by losses
or gains on the Company's hedging contracts. Gains and losses on hedging
contracts are deferred and reported as a component of the related
transaction. Net deferred losses for the Company's petroleum hedging
activities were approximately $331,000 at December 31, 1999.

     Gains and losses from market changes on contracts not qualifying for
hedge accounting are recognized immediately in operations. For 2000, 1999 and
1998 the Company incurred losses of $(471,000), $(306,000) and $(896,000),
respectively, related to these activities.

     The Company is exposed to loss in the event of nonperformance by the
other parties to these contracts. The Company does not anticipate, however,
nonperformance by the counterparties.

     See Note 1 - Description of Business and Significant Accounting Policies
under the captions "Derivatives" and "New Accounting Pronouncements" for a
discussion of the Company's policies and new accounting and reporting
obligations effective January 1, 2001 regarding hedging activities and
speculative trading activities.


<PAGE>
NOTE 11-INCOME TAXES:

     The provision (benefit) for income taxes is comprised of the following:

<TABLE>
<CAPTION>
                                                    YEAR ENDED DECEMBER 31,
------------------------------------------------------------------------------
(IN THOUSANDS)                                   2000        1999        1998
------------------------------------------------------------------------------
<S>                                            <C>         <C>         <C>
Current:    Federal                            $4,292      $  532      $ 1,406
            State                                 188          14            5
Deferred:   Federal                              (628)      3,412       (2,787)
            State                                 196       1,720         (133)
------------------------------------------------------------------------------
                                               $4,048      $5,678      $(1,509)
==============================================================================
</TABLE>

     Income taxes paid in 2000, 1999 and 1998 were $4,060,000, $2,099,000 and
$1,468,000, respectively.

     A reconciliation of the difference between the provision (benefit) for
income taxes and income taxes at the statutory U.S. federal income tax rate is
as follows:

<TABLE>
<CAPTION>
                                                    YEAR ENDED DECEMBER 31,
------------------------------------------------------------------------------
(IN THOUSANDS)                                   2000        1999        1998
------------------------------------------------------------------------------
<S>                                            <C>         <C>         <C>
Income taxes at the statutory
  U.S. federal income tax rate of 35%          $3,968      $5,760      $(1,304)
Increase (decrease) in taxes resulting from:
  State taxes, net                                301         795         (135)
  Resolution of tax matters                         -        (320)           -
  Nonconventional fuel credits, net              (249)          -            -
  General business credits, net                     -        (205)        (182)
  Other, net                                       28        (352)         112
------------------------------------------------------------------------------
                                               $4,048      $5,678      $(1,509)
==============================================================================
</TABLE>

<PAGE>
     Deferred income taxes are provided to reflect temporary differences in the
basis of net assets for income tax and financial reporting purposes, as well as
available tax credit carryforwards. The tax effected temporary differences and
credit carryforwards which comprise deferred taxes are as follows:

<TABLE>
<CAPTION>
                                  DECEMBER 31, 2000                DECEMBER 31, 1999
-----------------------------------------------------------------------------------------
(IN THOUSANDS)               ASSETS  LIABILITIES  TOTAL     ASSETS   LIABILITIES   TOTAL
-----------------------------------------------------------------------------------------
<S>                          <C>      <C>        <C>        <C>       <C>       <C>
Nondeductible accruals for
  uncollectible receivables  $    70  $      -   $     70   $   163   $     -   $    163
Insurance accruals               627         -        627       494         -        494
Insurance settlements            902         -        902       649         -        649
Contribution carryover             -         -          -       154         -        154
Other reserves                 1,246         -      1,246     1,043         -      1,043
Inventory costs capitalized
  for income tax purposes        (92)        -        (92)      159         -        159
Nondeductible accrual for
  lower of cost or market
  adjustment to inventory          -         -          -        40         -         40
-----------------------------------------------------------------------------------------
    Total current              2,753         -      2,753     2,702         -      2,702
-----------------------------------------------------------------------------------------
Other nondeductible accruals     980      (195)       785     1,080      (292)       788
Accelerated plant costs            -      (135)      (135)        -      (539)      (539)
Deferred lease payments          645         -        645       317         -        317
Accelerated depreciation           -   (42,734)   (42,734)        -   (41,756)   (41,756)
Other                              -      (665)      (665)        -      (703)      (703)
Tax credit carryforwards      14,483         -     14,483    13,891         -     13,891
-----------------------------------------------------------------------------------------
    Total noncurrent          16,108   (43,729)   (27,621)   15,288   (43,290)   (28,002)
-----------------------------------------------------------------------------------------
Total                        $18,861  $(43,729)  $(24,868)  $17,990  $(43,290)  $(25,300)
=========================================================================================
</TABLE>

     At December 31, 2000, the Company had an alternative minimum tax credit
carryforward of approximately $10,708,000 available to offset future income
taxes payable to the extent regular income taxes payable exceeds alternative
minimum taxes payable. Alternative minimum tax credits can be carried forward
indefinitely. At December 31, 2000, the Company also had approximately
$168,000 in state tax credit carryforwards and $77,000 of state capital loss
carryforwards available.

     At December 31, 2000, the Company had approximately $3,530,000 of
general business credits available to offset future regular taxes payable.
Pursuant to Federal income tax law, these carryover credits must be used
before any alternative minimum tax credit carryforward can be used. Of the
total general business credits available, $533,000 will expire in 2008,
$1,341,000 will expire in 2009, $1,154,000 will expire in 2010, $98,000 will
expire in 2011, $89,000 will expire in 2012, $155,000 will expire in 2014 and
$160,000 will expire in 2015.


<PAGE>
NOTE 12-EMPLOYEE STOCK OWNERSHIP AND 401(k) PLANS:

     The Company and its subsidiaries have an Employee Stock Ownership Plan
("ESOP") which is a noncontributory defined contribution plan established
primarily to acquire shares of the Company's common stock for the benefit of
all eligible employees. At December 31, 2000 and 1999, the ESOP's assets
included 1,187,897 and 1,339,932 shares of the Company's common stock,
respectively. All of these shares have been allocated or will be allocated to
the participants' accounts effective as of December 31, 2000. In addition to
investments in the Company's common stock, the ESOP is invested in a balanced
mutual fund. Contributions to the ESOP are made at the discretion of the
Company's Board of Directors. The Company made contributions of $825,000,
$3,000,000, and $0 to the ESOP for 2000, 1999 and 1998, respectively.
Allocations to participant accounts are made on a formula based on the ratio
that each participant's compensation, during the plan year, bears to the
compensation of all such participants. The Company treats all ESOP shares as
outstanding for earnings per share purposes.

     The Company has a 401(k) retirement plan for its employees who meet plan
eligibility requirements. The Company matches the employee's contributions at
a rate of 50% up to a maximum of 6% of the employee's annual compensation,
subject to a per participant maximum contribution amount. For the years ended
December 31, 2000, 1999, and 1998, the Company expensed $1,415,000,
$1,388,000, and $1,300,000, respectively, for matching contributions under
this plan.

     In order to reduce costs and simplify reporting and accounting
obligations, the Company's ESOP and 401(k) retirement plans were merged
effective December 31, 2000. The Company anticipates that the ESOP's assets
will be transferred into the 401(k) in the second quarter of 2001.





<PAGE>
NOTE 13-STOCK INCENTIVE PLANS:

     At a Special Meeting of Stockholders held on June 26, 1998, the
stockholders of the Company approved the Giant Industries, Inc. 1998 Stock
Incentive Plan (the "1998 Plan"). Under the 1998 Plan, shares of the
Company's common stock are authorized to be issued to deserving employees in
connection with awards of options, appreciation rights, restricted shares,
performance shares or performance units, all as defined in the 1998 Plan.
Appreciation rights, performance shares and performance units may be settled
in cash, common shares of the Company or any combination thereof.

     The total number of shares available for grant under the 1998 Plan
during 1998 was 440,000 shares. Thereafter, commencing January 1, 1999 and
continuing through the term of the plan, 2% of the total number of common
shares outstanding as of the first day of each calendar year are available
for grant, which amount was 206,070 shares for 2000 and was 216,775 shares
for 1999, subject to a 400,000 share annual limitation on the number of
common shares available for the grant of options that are intended to qualify
as "incentive stock options" under Section 422 of the Internal Revenue Code.
Common shares available for grant in any particular calendar year that are
not, in fact, granted in such year cannot be added to the common shares
available for grant in any subsequent calendar year.

     The 1998 Plan provides that all grants are subject to restrictions,
conditions and terms more specifically described in the 1998 Plan, including,
but not limited to, the exercise price for stock options and appreciation
rights and time vesting requirements for all awards. In general, the 1998
Plan provides that grants of stock options and appreciation rights must
expire no more than 10 years from the date of grant. In addition, all grants
under the 1998 Plan are subject to forfeiture under certain circumstances,
and all unvested awards may vest immediately under various circumstances
defined in the 1998 Plan.

     No grants were made under the 1998 Plan in 2000.

     On December 31, 1999, 100,000 nonqualified stock options were granted
under the 1998 Plan, 50,000 stock options at an exercise price of $12.00 per
share and 50,000 stock options at $18.50 per share. The stock options were
granted to two employees who had been granted an equal number of Phantom
Stock units under the Giant Industries, Inc. 1998 Phantom Stock Plan (the
"Phantom Stock Plan"), which was terminated by the Company in 1999. Each
Phantom Stock unit was equivalent to one share of the Company's common stock.
The stock options were granted under the original terms of the Phantom Stock
Plan grant as to exercise price, vesting and expiration date. The exercise
prices exceeded the fair market value at the date of grant, 60,000 options
became vested on the grant date, and the remaining options vest in varying
amounts, and at various times, through December 31, 2001. All of the options
expire on February 1, 2008. No other awards were outstanding under the
Phantom Stock Plan at the time of its termination.

     Under the Company's 1989 Stock Incentive Plan (the "1989 Plan"), 500,000
shares of the Company's common stock were authorized to be issued to
deserving employees in the form of options and/or restricted stock. At
December 31, 2000, there were 20,000 shares available for future grants under
the 1989 Plan.

     All of the options or restricted stock grants under the 1989 plan are
subject to forfeiture under certain circumstances. The options and restricted
stock generally vest 14% to 33% annually beginning one year after the date of
grant. All options were granted at or above fair market value at the date of
grant and expire on the tenth anniversary of the grant date. All unvested
awards under the 1989 Plan may vest immediately under various circumstances
defined in the 1989 Plan.

     No grants were made under the 1989 Plan in 2000.


<PAGE>
     The following summarizes stock option transactions under the 1989 and
1998 Plans:

<TABLE>
<CAPTION>

OPTIONS OUTSTANDING AT                SHARES      WEIGHTED AVERAGE EXERCISE PRICE
---------------------------------------------------------------------------------
<S>                                  <C>                      <C>
January 1, 1998                       256,007                 $ 8.40
   Granted                            177,401                   9.34
   Forfeited                           (2,000)                  5.25
                                     --------
December 31, 1998                     431,408                   8.80
   Granted                            100,000                  15.25
   Exercised                         (120,857)                  8.86
                                     --------
December 31, 1999                     410,551                  10.36
   Exercised                          (16,500)                  6.61
   Forfeited                          (15,000)                 14.88
   Expired                             (5,000)                 10.50
                                     --------
December 31, 2000                     374,051                 $10.34
                                     ========
Options exercisable at December 31:
   2000                               298,251                 $10.07
   1999                               252,285                   9.80
   1998                               254,007                   8.43
</TABLE>

     The following summarizes information about stock options outstanding
under the 1989 and 1998 Plans at December 31, 2000:

<TABLE>
<CAPTION>
          Options Outstanding                     Options Exercisable
--------------------------------------------------------------------------
                                  Weighted
   Weighted                       Average                      Weighted
   Average         Number        Remaining        Number       Average
Exercise Price  Outstanding  Contractual Life  Exercisable  Exercise Price
--------------------------------------------------------------------------
<S>  <C>           <C>            <C>             <C>           <C>
     $10.63         26,000        0.2 Years        26,000       $10.63
       5.25         17,900        1.3 Years        17,900         5.25
       7.75         62,750        2.3 Years        62,750         7.75
      15.25        100,000        7.1 Years        80,000        14.44
       8.88        167,401        8.0 Years       111,601         8.88
                   -------                        -------
     $10.34        374,051        5.9 Years       298,251       $10.07
                   =======                        =======
</TABLE>

     In October 1995, the FASB issued SFAS No. 123 "Accounting for Stock Based
Compensation." The Company has determined that it will not change to the fair
value method prescribed in the Statement and will continue to use Accounting
Principles Board Opinion No. 25 for measurement and recognition of employee
stock based compensation.

     The Company has adopted the disclosure-only provisions of SFAS No. 123. If
the Company had elected to recognize compensation costs based on the fair value
at the date of grant for awards granted in 1999 and 1998, consistent with the
provisions of SFAS No. 123, the Company's net earnings and earnings per share
for the year ended December 31, 1999, would have decreased by approximately
$497,000 and $0.05 per share and the Company's net loss and loss per share for
the year ended December 31, 1998, would have increased approximately $33,000
and $0.003 per share.

     The pro forma effects of applying SFAS No. 123 in this disclosure are not
necessarily indicative of future amounts.

     The estimated weighted average fair values of options granted during 1999
and 1998 were $9.14 and $5.40 per share, respectively, and were estimated using
the Black-Scholes option-pricing model with the following weighted average
assumptions:

<TABLE>
<CAPTION>
------------------------------------------------------------
                                              1999     1998
------------------------------------------------------------
<S>                                           <C>      <C>
Expected life in years                          8        7
Risk-free interest rate                       6.5%       6%
Volatility                                     45%      38%
Dividend Yield                                   -     1.2%
</TABLE>


<PAGE>
NOTE 14-INTEREST, OPERATING LEASES AND RENT EXPENSE:

     Interest paid and capitalized for 2000 was $24,458,000 and $62,000, for
1999 was $24,176,000 and $183,000 and for 1998 was $25,358,000 and $373,000,
respectively.

     As discussed in Note 3, on December 31, 1998, the Company and FFCA
completed a sale-leaseback transaction. Under the terms of the Agreement,
FFCA purchased 83 service station/convenience stores from the Company and the
Company in turn leased the 83 service station/convenience stores back from
FFCA under an operating lease arrangement with an initial term of 15 years
and three separate options to continue the lease for successive periods of
five years. In the second half of 1999, the Company reacquired 24 of the
service station/convenience stores.

     The Company is committed to annual minimum rentals under noncancelable
operating leases that have initial or remaining lease terms in excess of one
year as of December 31, 2000 as follows:

<TABLE>
<CAPTION>
(In thousands)          Land, building, machinery and equipment leases
----------------------------------------------------------------------
<S>                                        <C>
2001                                       $ 8,277
2002                                         7,532
2003                                         6,687
2004                                         6,052
2005                                         5,789
2006-2013                                   46,860
----------------------------------------------------------------------
Total minimum payments required            $81,197
======================================================================
</TABLE>

     Total rent expense was $11,017,000, $12,134,000, and $5,624,000 for
2000, 1999 and 1998, respectively.


<PAGE>
NOTE 15-COMMITMENTS AND CONTINGENCIES:

     Various legal actions, claims, assessments and other contingencies
arising in the normal course of the Company's business, including those
matters described below, are pending against the Company and certain of its
subsidiaries. Certain of these matters involve or may involve significant
claims for compensatory, punitive or other damages. These matters are subject
to many uncertainties, and it is possible that some of these matters could be
ultimately decided, resolved or settled adversely. The Company has recorded
accruals for losses related to those matters that it considers to be probable
and that can be reasonably estimated. Although the ultimate amount of
liability at December 31, 2000, that may result from those matters for which
the Company has recorded accruals is not ascertainable, the Company believes
that any amounts exceeding the Company's recorded accruals should not
materially affect the Company's financial condition. It is possible, however,
that the ultimate resolution of these matters could result in a material
adverse effect on the Company's results of operations for a particular
reporting period.

     Federal, state and local laws and regulations relating to health and the
environment affect nearly all of the operations of the Company. As is the
case with all companies engaged in similar industries, the Company faces
significant exposure from actual or potential claims and lawsuits involving
environmental matters. These matters include soil and water contamination,
air pollution and personal injuries or property damage allegedly caused by
substances manufactured, handled, used, released or disposed of by the
Company. Future expenditures related to health and environmental matters
cannot be reasonably quantified in many circumstances for various reasons,
including the speculative nature of remediation and clean-up cost estimates
and methods, imprecise and conflicting data regarding the hazardous nature of
various types of substances, the number of other potentially responsible
parties involved, various defenses which may be available to the Company and
changing environmental laws and interpretations of environmental laws.

     The Company received a Notice of Violation ("NOV") in 1993 from the New
Mexico Environment Department ("NMED"), alleging that the Company failed to
comply with certain notification requirements contained in one of the permits
applicable to the Ciniza refinery's land treatment facility. The Company
subsequently reached agreement with NMED for the closure of the land
treatment facility, and NMED has issued a post-closure care permit for the
facility. The Company anticipates incurring closure and post-closure expenses
in the approximate amount of $265,000 over a 30-year period.

     The Company has received a NOV from NMED, dated July 18, 2000, in
connection with its Bloomfield refinery. The NOV alleges that the Company
violated air quality regulations at the refinery, as well as a condition of
an air quality permit. The NOV represents that the NMED is willing to settle
this matter for approximately $146,000. The Company has contested the NOV.

     On October 1, 1999, the State of New Mexico (the "State") filed a
lawsuit in the United States District Court for the District of New Mexico,
and a separate lawsuit in the Second Judicial District Court, County of
Bernalillo, State of New Mexico, against numerous entities, including General
Electric Company, ACF Industries, Inc., Chevron Corporation, Texaco Refining
and Marketing, Inc., Phillips Petroleum Company, Ultramar Diamond Shamrock
Corporation, the United States Department of Energy, the United States
Department of Defense, the United States Air Force and the Company. The
lawsuits relate to alleged releases of pollutants at the Comprehensive
Environmental Response, Compensation and Liability Act ("CERCLA") South
Valley Superfund Site in Albuquerque, New Mexico (the "South Valley Superfund
Site"). The South Valley Superfund Site includes contamination that allegedly
originated from a number of facilities, including a GE Aircraft Engines/U.S.
Air Force facility and a petroleum products terminal (the "Albuquerque
Terminal") that was acquired by the Company in 1995 from Texaco Refining and
Marketing, Inc. ("Texaco"). The lawsuits allege that the defendants released
or threatened to release hazardous substances into the environment, causing
injury to surface water, groundwater and soil at the South Valley Superfund
Site, which are natural resources of the State.

     In the federal court lawsuit, the State seeks monetary damages under
CERCLA for all past, present and future damages to these natural resources,
plus interest, costs and attorneys' fees. The state court complaint contains
state law claims for trespass, public nuisance, interference with natural
resources held in trust by the State, negligence, strict liability, unjust
enrichment and punitive damages. The State seeks various monetary damages in
connection with these claims, including natural resources damages, loss of
use of property and natural resources, loss of tax revenues, lost profits,
punitive damages and attorneys' fees and costs. Since its original filing,
the state court complaint has been removed to federal court.

     Although neither complaint states the amount of damages being sought by
the State, a preliminary assessment report on alleged damages to natural
resources, dated December 1998, issued by the New Mexico Office of the
Natural Resources Trustee estimated these damages at $260,000,000. Liability
for natural resource damages under CERCLA is joint and several such that a
responsible party may be liable for all natural resource damages at a site
even though it was responsible for only a small part of such damages.

     Texaco agreed to defend, indemnify, reimburse and hold the Company
harmless from and against all claims and damages arising from, or caused by,
pre-closing contamination at the Albuquerque Terminal. Texaco has
acknowledged this obligation, subject to any evidence that alleged releases
resulted from the Company's operations. In the first quarter of 2001, the
State filed an amended complaint in the CERCLA and state court actions in
which it alleges what it contends are releases by the Company during its
ownership and operation of the Albuquerque Terminal. The Company intends to
deny that it has had any releases that have contributed to soil and
groundwater contamination at the South Valley Superfund Site. The Company
believes that any environmental damages associated with the South Valley
Superfund Site relate to releases that predate the Company's acquisition of
the Albuquerque Terminal and, accordingly, does not believe that it needs to
record a liability in connection with the two lawsuits.

     In 1973, the Company constructed the Farmington refinery that was
operated until 1982. The Company became aware of soil and shallow groundwater
contamination at this facility in 1985. The Company hired environmental
consulting firms to investigate the contamination and undertake remedial
action. The consultants identified several areas of contamination in the
soils and shallow groundwater underlying the Farmington property. A
consultant to the Company has indicated that contamination attributable to
past operations at the Farmington property has migrated off the refinery
property, including a hydrocarbon plume that appears to extend no more than
1,800 feet south of the refinery property. Remediation activities are ongoing
by the Company under the supervision of the New Mexico Oil Conservation
Division ("OCD"), although no cleanup order has been received. The Company
had reserved approximately $1,000,000 for possible environmental expenditures
relating to its Farmington property, of which approximately $570,000 still
remains.

     The Farmington property is located adjacent to the Lee Acres Landfill
(the "Landfill"), a closed landfill formerly operated by San Juan County,
which is situated on lands owned by the United States Bureau of Land
Management (the "BLM"). Industrial and municipal wastes were disposed of in
the Landfill by numerous sources. During the period that it was operational,
the Company disposed of office trash, maintenance shop trash, used tires and
water from the Farmington refinery's evaporation pond at the Landfill.

     The Landfill was added to the National Priorities List as a CERCLA
Superfund site in 1990. In connection with this listing, EPA defined the site
as the Landfill and the Landfill's associated groundwater plume. EPA excluded
any releases from the Farmington refinery itself from the definition of the
site. In May 1991, EPA notified the Company that it may be a potentially
responsible party under CERCLA for the release or threatened release of
hazardous substances, pollutants or contaminants at the Landfill.

     BLM made a proposed plan of action for the Landfill available to the
public in 1996. Remediation alternatives examined by BLM in connection with
the development of its proposed plan ranged in projected cost from no cost to
approximately $14,500,000. BLM proposed the adoption of a remedial action
alternative that it believes would cost approximately $3,900,000 to
implement. BLM's $3,900,000 cost estimate is based on certain assumptions
that may or may not prove to be correct and is contingent on confirmation
that the remedial actions, once implemented, are adequately addressing
Landfill contamination. For example, if assumptions regarding groundwater
mobility and contamination levels are incorrect, BLM is proposing to take
additional remedial actions with an estimated cost of approximately
$1,800,000.

     BLM has received public comment on its proposed plan. The final remedy
for the site, however, has not yet been selected. Although the Company was
given reason to believe that a final remedy would be selected in 2000, that
selection did not occur. The Company has had no further indication regarding
when the final remedy selection will be made. In 1989, a consultant to the
Company estimated, based on various assumptions, that the Company's share of
potential liability could be approximately $1,200,000. This figure was based
upon estimated Landfill remediation costs significantly higher than those
being proposed by BLM. The figure also was based on the consultant's
evaluation of such factors as available clean-up technology, BLM's
involvement at the site and the number of other entities that may have had
involvement at the site, but did not include an analysis of all of the
Company's potential legal defenses and arguments, including possible setoff
rights.

     Potentially responsible party liability is joint and several, such that
a responsible party may be liable for all of the clean-up costs at a site
even though the party was responsible for only a small part of such costs.
Although it is possible that the Company may ultimately incur liability for
clean-up costs associated with the Landfill, a reasonable estimate of the
amount of this liability, if any, cannot be made at this time because, among
other reasons, the final site remedy has not been selected, a number of
entities had involvement at the site, allocation of responsibility among
potentially responsible parties has not yet been made, and potentially
applicable factual and legal issues have not been resolved. Based on current
information, the Company does not believe that it needs to record a liability
in relation to BLM's proposed plan.

     BLM may assert claims against the Company and others for reimbursement
of investigative, cleanup and other costs incurred by BLM in connection with
the Landfill and surrounding areas. It also is possible that the Company will
assert claims against BLM in connection with contamination that may be
originating from the Landfill. Private parties and other governmental
entities also may assert claims against BLM, the Company and others for
property damage, personal injury and other damages allegedly arising out of
any contamination originating from the Landfill and the Farmington property.
Parties also may request judicial determination of their rights and
responsibilities, and the rights and responsibilities of others, in
connection with the Landfill and the Farmington property. Currently, however,
there is no outstanding litigation against the Company by BLM or any other
party.

     In connection with the acquisition of the Bloomfield refinery, the
Company assumed certain environmental obligations including Bloomfield
Refining Company's ("BRC") obligations under an administrative order issued
by EPA in 1992 pursuant to the Resource Conservation and Recovery Act (the
"Order"). The Order required BRC to investigate and propose measures for
correcting any releases of hazardous waste or hazardous constituents at or
from the Bloomfield refinery. In 2000, OCD approved the groundwater discharge
permit for the refinery, which included an abatement plan that addressed the
Company's environmental obligations under the Order. The abatement plan
reflects new information relating to the site as well as remediation methods
that were originally not contemplated in connection with the Order. The
Company has asked EPA to accept the measures specified in the abatement plan
as the appropriate corrective action remedy under the Order and has further
requested that EPA delegate its corrective action oversight authority to the
State of New Mexico. Adoption of the abatement plan as the appropriate
corrective action remedy would significantly reduce the Company's corrective
action costs. The Company estimates that remediation expenses associated with
the abatement plan will be in the range of approximately $50,000 to $100,000,
and will be incurred over a period of approximately 30 years. If the
Company's requests are not granted, the Company estimates that remaining
remediation expenses could range as high as $1,000,000. Accordingly, the
Company has reduced the remaining $1,500,000 reserve accrued in connection
with this matter to approximately $1,000,000. If the requests are granted,
the Company anticipates that the reserve will be further reduced.

     The Company has discovered hydrocarbon contamination adjacent to a
55,000 barrel crude oil storage tank (the "Tank") that was located in
Bloomfield, New Mexico. The Company believes that all or a portion of the
Tank and the 5.5 acres owned by the Company on which the Tank was located may
have been a part of a refinery, owned by various other parties, that, to the
Company's knowledge, ceased operations in the early 1960s. The Company
submitted a work plan to define the extent of petroleum contamination in the
soil and groundwater, which was approved by OCD subject to certain
conditions. One of the conditions required the Company to submit a
comprehensive report on all site investigations to OCD by January 14, 2000.
The Company filed the required report on January 13, 2000. Based upon the
report, it appears possible that contaminated groundwater is contained within
the property boundaries and does not extend offsite. The Company anticipates
that OCD will not require remediation of offsite soil based upon the low
contaminant levels found there. On May 19, 2000, OCD approved the Company's
work plan with certain conditions. In the course of conducting the cleanup
approved by OCD, it was discovered that the extent of the contamination was
greater than had been anticipated. Accordingly, the Company obtained a 60-day
extension to further assess the situation and propose a modified plan. On
November 6, 2000, the Company submitted a proposal for a pilot bioventing
project to address remaining contamination at the site. The pilot project, if
approved, is expected to cost approximately $15,000. The Company previously
estimated that cleanup expenses associated with the site would cost $250,000
and an environmental reserve in that amount was created, of which
approximately $62,000 remains. Until the pilot project is completed and its
effectiveness as a means of site remediation can be evaluated, the Company
cannot reasonably estimate remaining remediation costs. Therefore, no change
has been made to the amount of the reserve.

     As of December 31, 2000, the Company had an environmental liability
accrual of approximately $2,200,000. Approximately $1,900,000 of this accrual
is for the following projects: (i) closure of the Ciniza refinery land
treatment facility, including post-closure expenses, (ii) the remediation of
the hydrocarbon plume that appears to extend no more than 1,800 feet south of
the Company's inactive Farmington refinery, (iii) environmental obligations
assumed in connection with the acquisition of the Bloomfield refinery, and
(iv) hydrocarbon contamination on and adjacent to the 5.5 acres that the
Company owns in Bloomfield, New Mexico. The remaining amount of the accrual
relates to the closure of certain solid waste management units at the Ciniza
refinery, which is being conducted in accordance with the refinery's Resource
Conservation and Recovery Act permit. The accrual balance reflects a
reduction in amounts accrued for environmental obligations assumed in
connection with the acquisition of the Bloomfield refinery and increases in
reserves for other environmental projects. The environmental accrual is
recorded in the current and long-term sections of the Company's Consolidated
Balance Sheets.

     The Company is subject to audit on an ongoing basis of the various taxes
that it pays to federal, state, local and tribal governments. These audits
may result in assessments or refunds along with interest and penalties. In
some cases the jurisdictional basis of the taxing authority is in dispute and
is the subject of litigation or administrative appeals. The Company has
received several tax notifications and assessments from the Navajo Tribe
relating to Company operations outside the boundaries of the Navajo Indian
Reservation in an area of disputed jurisdiction, including a $1,800,000
severance tax assessment (including interest and penalties through the date
of the assessment) issued in November 1991, and a $3,400,000 severance tax
assessment (including interest and penalties through the date of the
assessment) issued in May 1999, both of which relate to crude oil removed
from properties located within this area. The latest assessment relates to
activities through June 1997. The Company resolved both of these severance
tax assessments in the first quarter of 2001 for an amount approximating the
reserve that had previously been established by the Company. The Company
intends to continue purchasing activities in the area of disputed
jurisdiction and may receive further tax assessments in the future relating
to these activities subsequent to June 1997. The Company does not believe any
such assessments will be significant. The Company may be entitled to
reimbursement from certain third party oil lease interest owners in
connection with any severance tax amounts paid by the Company that relate to
purchases from such interest owners. At this time, however, the Company is
unable to predict the success of efforts to recover these amounts. Other
nominal tax assessments remain outstanding and the Company is pursuing its
appeal rights on those matters. The Company may receive further tax
assessments in the future.


<PAGE>
NOTE 16-QUARTERLY FINANCIAL INFORMATION (UNAUDITED):

<TABLE>
<CAPTION>
                                                                  Year Ended December 31, 2000
--------------------------------------------------------------------------------------------------
(In thousands, except per share data)                                      Quarter
--------------------------------------------------------------------------------------------------
                                                              First    Second    Third    Fourth
--------------------------------------------------------------------------------------------------
<S>                                                         <C>       <C>       <C>       <C>
Net revenues                                                $225,134  $266,066  $301,213  $281,949
Cost of products sold                                        177,922   210,501   240,792   229,373
--------------------------------------------------------------------------------------------------
Gross margin                                                  47,212    55,565    60,421    52,576
--------------------------------------------------------------------------------------------------
Operating expenses                                            29,525    29,504    31,060    33,524
Depreciation and amortization                                  8,305     8,370     8,650     8,254
Selling, general and administrative expenses                   6,402     6,396     6,652     5,373
Net earnings (loss)                                           (1,632)    3,281     5,015       625
Net earnings (loss) per common share - basic                $  (0.17) $   0.36  $   0.55  $   0.07
Net earnings (loss) per common share - assuming dilution    $  (0.17) $   0.36  $   0.55  $   0.07
</TABLE>

<TABLE>
<CAPTION>
                                                                  Year Ended December 31, 1999
--------------------------------------------------------------------------------------------------
(In thousands, except per share data)                                      Quarter
--------------------------------------------------------------------------------------------------
                                                              First    Second    Third    Fourth
--------------------------------------------------------------------------------------------------
<S>                                                         <C>       <C>       <C>       <C>
Net revenues                                                $149,021  $201,182  $214,503  $217,977
Cost of products sold                                         99,687   137,339   160,064   170,436
--------------------------------------------------------------------------------------------------
Gross margin                                                  49,334    63,843    54,439    47,541
--------------------------------------------------------------------------------------------------
Operating expenses                                            27,084    29,012    28,771    31,211
Depreciation and amortization                                  7,338     7,841     7,487     8,463
Selling, general and administrative expenses                   7,938     7,388     7,296     5,544
Loss on write-off of assets                                        -     1,950         -       437
Net earnings (loss)                                              858     7,405     3,465      (950)
Net earnings (loss) per common share - basic                $   0.08  $   0.68  $   0.32  $  (0.09)
Net earnings (loss) per common share - assuming dilution    $   0.08  $   0.68  $   0.32  $  (0.09)
</TABLE>


<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

        Not applicable.


<PAGE>
                                  PART III


     Certain information required by Part III is omitted from this Report by
virtue of the fact that the Registrant will file with the Securities and
Exchange Commission a definitive proxy statement relating to the Company's
Annual Meeting of Stockholders to be held May 1, 2001 pursuant to Regulation
14A (the "Proxy Statement") not later than 120 days after the end of the
fiscal year covered by this Report, and certain information to be included
therein is incorporated herein by reference. The Company expects to
disseminate the Proxy Statement to stockholders on or about April 6, 2001.

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information concerning the Company's directors required by this Item
is incorporated by reference to the information contained in the Proxy
Statement under the caption "Election of Directors."

     The information concerning the Company's executive officers required by
this Item is incorporated by reference to the section in Part I hereof
entitled "Executive Officers of the Registrant," following Item 4.

     The information concerning compliance with Section 16(a) of the Exchange
Act required by this Item is incorporated by reference to the information
contained in the Proxy Statement under the caption "Section 16(a) Beneficial
Ownership Reporting Compliance."

ITEM 11.  EXECUTIVE COMPENSATION

     The information required by this Item is incorporated by reference to
the information contained in the Proxy Statement under the captions "Election
of Directors," "Executive Compensation," "Compensation Committee Report on
Executive Compensation" and "Compensation Committee Interlocks and Insider
Participation."

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information required by this Item is incorporated by reference to
the information contained in the Proxy Statement under the captions "Election
of Directors," "Security Ownership of Management" and "Shares Owned by
Certain Shareholders."

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by this Item is incorporated by reference to
the information contained in the Proxy Statement under the captions
"Compensation Committee Interlocks and Insider Participation," "Certain
Transactions" and "Indebtedness of Management."


<PAGE>
                                   PART IV


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

    (a)(1)  The following financial statements are included in Item 8:

            (i)   Independent Auditors' Report

            (ii)  Consolidated Balance Sheets - December 31, 2000 and 1999

            (iii) Consolidated Statements of Earnings (Loss) - Years ended
                  December 31, 2000, 1999 and 1998

            (iv)  Consolidated Statements of Stockholders' Equity - Years ended
                  December 31, 2000, 1999 and 1998

            (v)   Consolidated Statements of Cash Flows - Years ended
                  December 31, 2000, 1999 and 1998

            (vi)  Notes to Consolidated Financial Statements

       (2)  Financial Statement Schedule. The following financial statement
schedule of Giant Industries, Inc. for the years ended December 31, 2000, 1999
and 1998 is filed as part of this Report and should be read in conjunction with
the Consolidated Financial Statements of Giant Industries, Inc.

                  Independent Auditors' Report on Schedule.............S-1

                  Schedule II - Valuation and Qualifying Accounts......S-2

     Schedules not listed above have been omitted because they are not
applicable or are not required or because the information required to be
set forth therein is included in the Consolidated Financial Statements
or Notes thereto.

       (3)  Exhibits. The Exhibits listed on the accompanying Index
to Exhibits immediately following the financial statement schedule are
filed as part of, or incorporated by reference into, this Report.

     Contracts with management and any compensatory plans or arrangements
relating to management are as follows:

 EXHIBIT
   NO.                              DESCRIPTION

  10.3    Giant Industries, Inc. 1998 Stock Incentive Plan. Incorporated
          by reference to Appendix H to the Joint Proxy Statement/Prospectus
          included in the Company's Registration Statement on Form S-4 under
          the Securities Act of 1933 as filed May 4, 1998, File No. 333-51785.

  10.4    1989 Stock Incentive Plan of the Company. Incorporated by
          reference to Exhibit 10.1 to the Company's Annual Report on Form 10-K
          for the fiscal year ended December 31, 1989, File No. 1-10398.

  10.5    Amendment No. 1 dated August 14, 1996, to 1989 Stock Incentive
          Plan. Incorporated by reference to Exhibit 10 to the Company's Report
          on Form 10-Q for the quarter ended September 30, 1996, File No.
          1-10398.

  10.6    ESOP Substitute Excess Deferred Compensation Benefit Plan.
          Incorporated by reference to Exhibit 10.8 to the Company's Annual
          Report on Form 10-K for the fiscal year ended December 31, 1992,
          File No. 1-10398.

  10.31   Employment Agreement dated as of December 11, 1997, between
          James E. Acridge and the Company. Incorporated by reference to
          Exhibit 10.23 to the Company's Annual Report on Form 10-K for the
          fiscal year ended December 31, 1997, File No. 1-10398.

  10.32   Employment Agreement dated as of December 11, 1997, between
          Fredric L. Holliger and the Company. Incorporated by reference to
          Exhibit 10.24 to the Company's Annual Report on Form 10-K for the
          fiscal year ended December 31, 1997, File No. 1-10398.

  10.33   Employment Agreement dated as of December 11, 1997, between
          Morgan Gust and the Company. Incorporated by reference to Exhibit
          10.25 to the Company's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1997, File No. 1-10398.
_________________________________

     (b)  Reports on Form 8-K. No reports on Form 8-K were filed by the
Company during the fourth quarter of the fiscal year ended December 31,
2000.


<PAGE>
                              SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                              GIANT INDUSTRIES, INC.

                              By:  /s/ James E. Acridge
                                 --------------------------------
                                 James E. Acridge
                                 Chairman of the Board, President
                                    and Chief Executive Officer
March 30, 2001

     Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.


/s/  James E. Acridge
-------------------------------
James E. Acridge, Chairman of the Board,
President, Chief Executive Officer
and Director

March 30, 2001


/s/  Fredric L. Holliger
-------------------------------
Fredric L. Holliger, Executive Vice President,
Chief Operating Officer and Director

March 30, 2001


/s/  Mark B. Cox
-------------------------------
Mark B. Cox, Vice President, Treasurer,
Financial Officer and Assistant Secretary

March 30, 2001


/s/  Gary R. Dalke
-------------------------------
Gary R. Dalke, Vice President,
Controller, Accounting Officer and
Assistant Secretary

March 30, 2001


<PAGE>
/s/  Anthony J. Bernitsky
-------------------------------
Anthony J. Bernitsky, Director

March 30, 2001


/s/  F. Michael Geddes
-------------------------------
F. Michael Geddes, Director

March 30, 2001


/s/  Richard T. Kalen, Jr.
-------------------------------
Richard T. Kalen, Jr., Director

March 30, 2001


/s/  Michael H. K. Starr
-------------------------------
Michael H. K. Starr, Director

March 30, 2001


<PAGE>
                       INDEPENDENT AUDITORS' REPORT



Board of Directors and Stockholders
Giant Industries, Inc.
Scottsdale, Arizona


     We have audited the consolidated financial statements of Giant
Industries, Inc. and subsidiaries (the "Company") as of December 31, 2000 and
1999, and for each of the three years in the period ended December 31, 2000,
and have issued our report thereon dated March 21, 2001; such financial
statements and report are included elsewhere in this Form 10-K. Our audits
also included the consolidated financial statement schedule of the Company
listed in Item 14. This consolidated financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express
an opinion based on our audits. In our opinion, such consolidated financial
statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.




DELOITTE & TOUCHE LLP

Phoenix, Arizona
March 21, 2001

                                   S-1





<PAGE>
<TABLE>
<CAPTION>
                                                                                  SCHEDULE II
                            GIANT INDUSTRIES, INC. AND SUBSIDIARIES
                               VALUATION AND QUALIFYING ACCOUNTS
                              THREE YEARS ENDED DECEMBER 31, 2000
                                        (IN THOUSANDS)


                                   BALANCE AT     CHARGED
                                   BEGINNING      TO COSTS                      BALANCE AT
                                   OF PERIOD    AND EXPENSES    DEDUCTION(a)   END OF PERIOD
--------------------------------------------------------------------------------------------
<S>                                  <C>           <C>           <C>              <C>
Year ended December 31, 2000:
Allowance for doubtful accounts      $ 591         $ 244         $(479)           $ 356
============================================================================================

Year ended December 31, 1999:
Allowance for doubtful accounts      $ 460         $ 501         $(370)           $ 591
============================================================================================

Year ended December 31, 1998:
Allowance for doubtful accounts      $ 464         $ 227         $(231)           $ 460
============================================================================================

(a) Deductions are specific trade accounts determined to be uncollectible.

</TABLE>


                                            S-2


<PAGE>
                              GIANT INDUSTRIES, INC.
                            ANNUAL REPORT ON FORM 10-K
                           YEAR ENDED DECEMBER 31, 2000

                                INDEX TO EXHIBITS

DEFINITIONS:

     Form S-1 - Refers to the Form S-1 Registration Statement under the
Securities Act of 1933 as filed October 16, 1989, File No. 33-31584.

     Amendment No. 3 - Refers to the Amendment No. 3 to Form S-1 Registration
Statement under the Securities Act of 1933 as filed December 12, 1989,
File No. 33-31584.

     Form S-3 - Refers to the Form S-3 Registration Statement under the
Securities Act of 1933 as filed September 22, 1993, File No. 33-69252.

EXHIBIT NO.                         DESCRIPTION

   2.1      Definitive Agreement dated April 18, 1997, by and between Giant
            Four Corners, Inc., as "Buyer", and Thriftway Marketing Corp. and
            Clayton Investment Company, collectively, as "Seller".
            Incorporated by reference to Exhibit 2.1 to the Company's Report
            on Form 8-K for the period May 28, 1997, File No. 1-10398.

   2.2      Stock Purchase Agreement dated April 30, 1997, by and among
            Phoenix Fuel Co., Inc., (the "Company"), J. W. Wilhoit, as Trustee
            of the Wilhoit Trust Agreement Dated 12/26/74, Katherine C.
            Lahowetz, as Trustee of the Theresa Ann Wilhoit Grantor Retained
            Annuity Trust Dated 4/4/97, Katherine C. Lahowetz, and Katherine
            C. Lahowetz, as Custodian for the Benefit of Emily Lahowetz, a
            minor (collectively, the "Shareholders") and Giant Industries
            Arizona, Inc., (the "Purchaser"). Incorporated by reference to
            Exhibit 2.1 to the Company's Report on Form 8-K for the period
            June 3, 1997, File No. 1-10398.

   3.1      Restated Certificate of Incorporation of Giant Industries, Inc., a
            Delaware corporation. Incorporated by reference to Exhibit 3.1 to
            Amendment No. 3.

   3.2      Bylaws of Giant Industries, Inc., a Delaware corporation, as
            amended September 9, 1999. Incorporated by reference to Exhibit
            3.2 to the Company's Annual Report on Form 10-K for the fiscal
            year ended December 31, 1999, File No. 1-10398.

   3.3      Articles of Incorporation of Giant Industries Arizona, Inc., an
            Arizona corporation ("Giant Arizona") formerly Giant Acquisition
            Corp. Incorporated by reference to Exhibit 2.1, Annex V to Form
            S-1.

   3.4      Bylaws of Giant Arizona. Incorporated by reference to Exhibit 2.1,
            Annex VI to Form S-1.

   3.5      Articles of Incorporation of Ciniza Production Company.
            Incorporated by reference to Exhibit 3.7 to Form S-3.

   3.6      Bylaws of Ciniza Production Company. Incorporated by reference to
            Exhibit 3.8 to Form S-3.

   3.7      Articles of Incorporation of Giant Stop-N-Go of New Mexico, Inc.
            Incorporated by reference to Exhibit 3.9 to Form S-3.

   3.8      Bylaws of Giant Stop-N-Go of New Mexico, Inc. Incorporated by
            reference to Exhibit 3.10 to Form S-3.

   3.9      Articles of Incorporation of Giant Four Corners, Inc. Incorporated
            by reference to Exhibit 3.11 to Form S-3.

   3.10     Bylaws of Giant Four Corners, Inc. Incorporated by reference to
            Exhibit 3.12 to Form S-3.

   3.11     Articles of Incorporation of Giant Mid-Continent, Inc.
            Incorporated by reference to Exhibit 3.13 to the Company's Annual
            Report on Form 10-K for the fiscal year ended December 31, 1994,
            File No. 1-10398.

   3.12     Bylaws of Giant Mid-Continent, Inc. Incorporated by reference to
            Exhibit 3.14 to the Company's Annual Report on Form 10-K for the
            fiscal year ended December 31, 1994, File No. 1-10398.

   3.13     Articles of Incorporation of San Juan Refining Company.
            Incorporated by reference to Exhibit 3.15 to the Company's Annual
            Report on Form 10-K for the fiscal year ended December 31, 1995,
            File No. 1-10398.

   3.14     Bylaws of San Juan Refining Company. Incorporated by reference to
            Exhibit 3.16 to the Company's Annual Report on Form 10-K for the
            fiscal year ended December 31, 1995, File No. 1-10398.

   3.15     Articles of Incorporation of Phoenix Fuel Co., Inc. Incorporated
            by reference to Exhibit 3.17 to the Company's Annual Report on
            Form 10-K for the fiscal year ended December 31, 1997, File No.
            1-10398.

   3.16     Amended Bylaws of Phoenix Fuel Co., Inc. Incorporated by reference
            to Exhibit 3.18 to the Company's Annual Report on Form 10-K for
            the fiscal year ended December 31, 1997, File No. 1-10398.

   3.17     Articles of Incorporation of DeGuelle Oil Company. Incorporated by
            reference to Exhibit 3.19 to the Company's Annual Report on Form
            10-K for the fiscal year ended December 31, 1998, File No.
            1-10398.

   3.18     Bylaws of DeGuelle Oil Company. Incorporated by reference to
            Exhibit 3.20 to the Company's Annual Report on Form 10-K for the
            fiscal year ended December 31, 1998, File No. 1-10398.

   3.19     Articles of Incorporation of Giant Pipeline Company. Incorporated
            by reference to Exhibit 3.21 to the Company's Annual Report on
            Form 10-K for the fiscal year ended December 31, 1999, File No.
            1-10398.

   3.20     Bylaws of Giant Pipeline Company. Incorporated by reference to
            Exhibit 3.22 to the Company's Annual Report on Form 10-K for the
            fiscal year ended December 31, 1999, File No. 1-10398.

   4.1      Indenture dated as of November 29, 1993 among the Company, as
            Issuer, the Subsidiary Guarantors, as guarantors, and NBD Bank,
            National Association, as Trustee, relating to $100,000,000 of
            9 3/4% Senior Subordinated Notes due 2003. Incorporated by
            reference to Exhibit 4.1 to the Company's Report on Form 8-K dated
            November 29, 1993, File No. 1-10398.

   4.2      Indenture dated as of August 26, 1997, among the Company, as
            Issuer, the Subsidiary Guarantors, as guarantors, and The Bank of
            New York, as Trustee, relating to $150,000,000 of 9% Senior
            Subordinated Notes due 2007. Incorporated by reference to Exhibit
            4.8 to the Company's Registration Statement on Form S-4 under the
            Securities Act of 1933 as filed October 9, 1997, File No.
            333-37561.

   10.1     Credit Agreement dated December 23, 1998, among Giant Industries,
            Inc., the Financial Institutions parties hereto and Bank of
            America National Trust and Savings Association, as Administrative
            Agent and as Letter of Credit Issuing Bank. Incorporated by
            reference to Exhibit 10.1 to the Company's Annual Report on Form
            10-K for the fiscal year ended December 31, 1998, File No.
            1-10398.

   10.2     First Amendment dated December 17, 1999 to Credit Agreement dated
            December 23, 1998, among Giant Industries, Inc., the Financial
            Institutions parties hereto and Bank of America National Trust and
            Savings Association, as Administrative Agent and as Letter of
            Credit Issuing Bank. Incorporated by reference to Exhibit
            10.2 to the Company's Annual Report on Form 10-K for the fiscal
            year ended December 31, 1999, File No. 1-10398.

   10.3     Giant Industries, Inc. 1998 Stock Incentive Plan. Incorporated by
            reference to Appendix H to the Joint Proxy Statement/Prospectus
            included in the Company's Registration Statement on Form S-4 under
            the Securities Act of 1933 as filed May 4, 1998, File No.
            333-51785.

   10.4     1989 Stock Incentive Plan of the Company. Incorporated by
            reference to Exhibit 10.1 to the Company's Annual Report on Form
            10-K for the fiscal year ended December 31, 1989, File No.
            1-10398.

   10.5     Amendment No. 1 dated August 14, 1996, to 1989 Stock Incentive
            Plan. Incorporated by reference to Exhibit 10 to the Company's
            Report on Form 10-Q for the quarter ended September 30, 1996, File
            No. 1-10398.

   10.6     ESOP Substitute Excess Deferred Compensation Benefit Plan.
            Incorporated by reference to Exhibit 10.8 to the Company's Annual
            Report on Form 10-K for the fiscal year ended December 31, 1992,
            File No. 1-10398.

   10.7     Agreement for Leasing of Service Station Site dated March 1, 1991,
            between Giant Arizona and Prime Pinnacle Peak Properties Limited
            Partnership. Incorporated by reference to Exhibit 10.18 to the
            Company's Annual Report on Form 10-K for the fiscal year ended
            December 31, 1990, File No. 1-10398.

   10.8     First Amendment to Agreement for Leasing of Service Station Site
            dated March 1, 1991, between Giant Arizona and Prime Pinnacle Peak
            Properties Limited Partnership. Incorporated by reference to
            Exhibit 10.18 to the Company's Annual Report on Form 10-K for the
            fiscal year ended December 31, 1992, File 1-10398.

   10.9     Retail Lease dated July 1, 1998, between Pinnacle Citadel LLC
            ("Landlord") and Giant Industries Arizona, Inc. ("Tenant").
            Incorporated by reference to Exhibit 10.29 to the Company's Annual
            Report on Form 10-K for the fiscal year ended December 31, 1998,
            File No. 1-10398.

   10.10*   Sublease dated September 1, 2000, between Prime Pinnacle Peak
            Properties, Inc., ("Sublessee") and Giant Industries Arizona,
            Inc., ("Sublessor").

   10.11    Retail Lease dated July 1, 1998, between Pinnacle Citadel LLC
            ("Landlord") and Giant Industries Arizona, Inc. ("Tenant").
            Incorporated by reference to Exhibit 10.30 to the Company's Annual
            Report on Form 10-K for the fiscal year ended December 31, 1998,
            File No. 1-10398.

   10.12    Retail Sublease dated July 1, 1998 between Giant Industries
            Arizona, Inc. ("Lessor") and Pinnacle Inn at the Citadel LLC
            ("Tenant"). Incorporated by reference to Exhibit 10.31 to the
            Company's Annual Report on Form 10-K for the fiscal year ended
            December 31, 1998, File No. 1-10398.

   10.13    Sale and Lease Agreement dated December 31, 1998, by and among
            FFCA Capital Holding Corporation ("Buyer") and Giant Industries
            Arizona, Inc. and Giant Four Corners, Inc. (individually called
            "Seller" and collectively called "Sellers"). Incorporated by
            reference to Exhibit 10.32 to the Company's Annual Report on Form
            10-K for the fiscal year ended December 31, 1998, File No.
            1-10398.

   10.14    Aircraft Lease Purchase Agreement dated as of June 21, 1991,
            between Metlife Capital Corporation and the Company. Incorporated
            by reference to Exhibit 10.1 to the Company's Report on Form 10-Q
            for the quarter ended June 30, 1991, File No. 1-10398.

   10.15    Agreement dated September 17, 1998, between James E. Acridge
            ("Borrower") and Giant Industries, Inc. ("Lender"). Incorporated
            by reference to Exhibit 10.34 to the Company's Annual Report on
            Form 10-K for the fiscal year ended December 31, 1998, File No.
            1-10398.

   10.16    Modification Agreement dated December 23, 1998, to Agreement
            dated September 17, 1998, between James E. Acridge ("Borrower")
            and Giant Industries, Inc. ("Lender"). Incorporated by reference
            to Exhibit 10.36 to the Company's Annual Report on Form 10-K for
            the fiscal year ended December 31, 1998, File No. 1-10398.

   10.17    Amended and Restated Loan Agreement dated March 20, 2000, between
            James E. Acridge ("Borrower") and Giant Industries, Inc.
            ("Lender"). Incorporated by reference to Exhibit 10.26 to the
            Company's Annual Report on Form 10-K for the fiscal year ended
            December 31, 1999, File No. 1-10398.

   10.18*   Loan Modification Agreement dated February 28, 2001, by and among
            James E. Acridge ("Borrower"), Giant Industries, Inc., and
            Pinnacle Rodeo, L.L.C.

   10.19*   First Amendment to Amended and Restated Promissory Note and Loan
            Modification Agreement dated March 28, 2001, by James E. Acridge
            and Giant Industries, Inc.

   10.20    Promissory Note for $4,000,000 dated September 17, 1998, from
            James E. Acridge to Giant Industries, Inc. Incorporated by
            reference to Exhibit 10.35 to the Company's Annual Report on Form
            10-K for the fiscal year ended December 31, 1998, File No.
            1-10398.

   10.21    Amended and Restated Promissory Note for $5,000,000 dated December
            23, 1998, from James E. Acridge to Giant Industries, Inc.
            Incorporated by reference to Exhibit 10.37 to the Company's Annual
            Report on Form 10-K for the fiscal year ended December 31, 1998,
            File No. 1-10398.

   10.22    Amended and Restated Promissory Note for $5,000,000 dated March
            10, 2000, from James E. Acridge to Giant Industries, Inc.
            Incorporated by reference to Exhibit 10.27 to the Company's Annual
            Report on Form 10-K for the fiscal year ended December 31, 1999,
            File No. 1-10398.

   10.23    Pledge and Security Agreement dated March 10, 2000 from James E.
            Acridge and Pinnacle Rodeo, L.L.C., to Giant Industries, Inc.
            Incorporated by reference to Exhibit 10.28 to the Company's Annual
            Report on Form 10-K for the fiscal year ended December 31, 1999,
            File No. 1-10398.

   10.24*   First Amendment dated March 9, 2001, to Pledge and Security
            Agreement dated March 10, 2000, from James E. Acridge and Pinnacle
            Rodeo, L.L.C., to Giant Industries, Inc.

   10.25*   Pledge and Security Agreement dated March 28, 2001, by James E.
            Acridge in favor of Giant Industries, Inc.

   10.26*   Purchase Agreement dated January 26, 2001 between James E.
            Acridge, Trustee, for and on behalf of the Acridge Family Trust
            ("Seller"), and Giant Industries, Inc. ("Buyer").

   10.27*   Deed of Trust dated January 26, 2001 by and among James E.
            Acridge, Trustee, for and on behalf of the Acridge Family Trust
            ("Trustor"), Giant Industries, Inc. ("Beneficiary"), and First
            American Title Insurance Company ("Trustee").

   10.28*   First Amendment dated February 12, 2001 to Purchase Agreement
            dated January 26, 2001, between James E. Acridge, Trustee, for
            and on behalf of the Acridge Family Trust, and Giant Industries,
            Inc.

   10.29*   Second Amendment dated March 1, 2001, to Purchase Agreement
            dated January 26, 2001, between James E. Acridge, Trustee, for
            and on behalf of the Acridge Family Trust, and Giant Industries,
            Inc.

   10.30*   Third Amendment dated March 9, 2001, to Purchase Agreement dated
            January 26, 2001, between James E. Acridge, Trustee, for and on
            behalf of the Acridge Family Trust, and Giant Industries, Inc.

   10.31    Employment Agreement dated as of December 11, 1997, between James
            E. Acridge and the Company. Incorporated by reference to Exhibit
            10.23 to the Company's Annual Report on Form 10-K for the fiscal
            year ended December 31, 1997, File No. 1-10398.

   10.32    Employment Agreement dated as of December 11, 1997, between
            Fredric L. Holliger and the Company. Incorporated by reference to
            Exhibit 10.24 to the Company's Annual Report on Form 10-K for the
            fiscal year ended December 31, 1997, File No. 1-10398.

   10.33    Employment Agreement dated as of December 11, 1997, between Morgan
            Gust and the Company. Incorporated by reference to Exhibit 10.25
            to the Company's Annual Report on Form 10-K for the fiscal year
            ended December 31, 1997, File No. 1-10398.

   10.34    Consulting Agreement dated January 1, 1990, between the Company
            and Kalen and Associates. Incorporated by reference to Exhibit
            10.66 to the Company's Annual Report on Form 10-K for the fiscal
            year ended December 31, 1990, File No. 1-10398.

   10.35    Consulting Agreement dated March 12, 1992, between the Company and
            Geddes and Company. Incorporated by reference to Exhibit 10.1 to
            the Company's Report on Form 10-Q for the quarter ended June 30,
            1992, File No. 1-10398.

   18.1     Letter regarding change in accounting principles. Incorporated by
            reference to Exhibit 18.1 to the Company's Annual Report on Form
            10-K for the fiscal year ended December 31, 1990, File No.
            1-10398.

   21.1*    Subsidiaries of the Company.

   23.1*    Consent of Deloitte & Touche LLP to incorporate report in
            previously filed Registration Statements.


*Filed herewith.